Creating a pan-European Broadcasting Group

Munich, June 27, 2007. ProSiebenSat.1 Media AG is to acquire SBS Broadcasting Group. The transaction volume totals EUR 3.3 billion. The ProSiebenSat.1 Group and the shareholders of the SBS Broadcasting Group signed a share purchase agreement today. The closing of the transaction has not been made conditional upon approval by antitrust or media regulators. The share purchase agreement will be completed by the beginning of July 2007.

Through this transaction, ProSiebenSat.1 Media AG, Germany’s largest TV corporation, intends to create a pan-European broadcasting group. “This transaction is a major step into the future for the ProSiebenSat.1 Group. Both geographically and strategically, the SBS Broadcasting Group is the perfect fit for ProSiebenSat.1. The SBS acquisition is an investment in growth, and will allow us to diversify our revenue sources still further. The combination of ProSiebenSat.1 and SBS creates a pan-European broadcasting platform with the proven skills and resources to expand activities in the respective new geographical markets and to invest in additional channels, online services and content creation,” said ProSiebenSat.1 Media AG CEO Guillaume de Posch.

Mr. de Posch added, “It is all about content. We will achieve a greater critical mass, which will allow us to produce a broader selection of high-quality programming throughout our European footprint. The combined group will be able to operate more efficiently and aims to boost the EBITDA margin from 22.2 percent to between 25 and 30 percent over the next few years, thus generating additional funds to invest in growth.”

Patrick Tillieux, acting Chief Executive Officer of the SBS Broadcasting Group and the Chief Operating Officer-designate of the ProSiebenSat.1 Group, said: “A major factor in SBS’s success is the strength of its local management, who combine local market knowledge with entrepreneurial and creative talent to create television stations that are highly targeted at attractive demographic groups. SBS’s local operations will benefit greatly from the combination of two complementary companies, to create a powerful pan-European broadcasting group. We’ll share resources on a Group-wide basis, leverage our purchasing and sales power, adopt best practices, and centralize a number of functions. This will give us economies of scale, improve our access to rights, and expand our presence in the advertising market.”

The new Group, which will continue to bear the name ProSiebenSat.1 Media AG, is to be headquartered in Munich. As a result of the acquisition, the ProSiebenSat.1 Group will be active in 13 European countries. The new Group will have 24 free TV stations, 24 pay TV stations, and 22 radio networks, among other assets. The ProSiebenSat.1 Group will expand its reach to more than 77 million European TV households, placing it second among TV broadcasters in the EU. On the basis of a pro forma calculation for 2006, the SBS acquisition will increase revenues by 48 percent, from EUR 2.1 billion to EUR 3.1 billion. EBITDA will grow by 43 percent, from EUR 484 million to EUR 691 million. SBS’s recurring EBITDA in 2006 was EUR 207 million. For the first quarter of 2007, SBS showed EBITDA growth of EUR 16 million, or 79 percent, to EUR 36 million.