Munich, August 5, 2005. Axel Springer AG is to be the new majority owner of the ProSiebenSat.1 Group. Axel Springer AG signed a binding agreement with P7S1 Holding L.P. to acquire all of P7S1 Holding’s shares of ProSiebenSat.1 Media AG. The planned acquisition will boost Axel Springer AG’s existing stake of about 12 percent to 100 percent of the voting common stock and 25 percent of the nonvoting preferred stock. The purchase price will be EUR 23,37 per share of common stock, and EUR 14,10 per share of preferred stock. The acquisition is subject to approval by the antitrust authorities and media regulators. Once the purchase is complete, Axel Springer AG will hold 62.5 percent of the total capital stock of ProSiebenSat.1 Media AG.

In addition, today Axel Springer AG announced a voluntary cash tender offer to ProSiebenSat.1 Media AG shareholders, under Germany’s Securities Acquisitions and Takeovers Act. The offering price to preferred shareholders is to be the volume weighted three months average stock price of the ProSiebenSat.1 preferred stock prior to today's announcement of the tender offer. According to preliminary calculations, this corresponds to a price of EUR 14.10 per preference share. Axel Springer will announce the relevant price as soon as it has been determined. The offer is likewise subject to approval by the antitrust and media authorities. The Executive Board and Supervisory Board of ProSiebenSat.1 Media AG will issue a formal position statement, as required by law, immediately after the offer document is published.

Once Axel Springer AG has completed its majority takeover of ProSiebenSat.1 Media AG and the tender offer has closed, it is planned to merge the two companies. The merger will result in Germany’s only listed media corporation that operates in both print and TV.

“Following our successful restructuring, it’s important now for the ProSiebenSat.1 Group to seek new strategic prospects. The two companies together will be well positioned to compete strongly even on an international scale, over the long term, and to take advantage of growth opportunities, especially in the diversification segment,” said Guillaume de Posch, CEO of ProSiebenSat.1 Media AG. “With Axel Springer AG it is ensured that the ProSiebenSat.1 Group can continue pursuing its successful corporate strategy and maintain the positioning as a ‘family’ of stations.”

As part of the merger between ProSiebenSat.1 Media AG and Axel Springer AG, the preferred shareholders of ProSiebenSat.1 Media AG who have not accepted Springer’s cash tender offer will receive preferred stock in the merged company. The exchange ratio for the merger will be calculated on the basis of an appraisal of both companies, which has yet to be carried out and will be reviewed by a court-appointed merger auditor.

After adjusting for other equity interests, P7S1 Holding L.P. owns 88 percent of the common stock and 13 percent of the preferred stock of ProSiebenSat.1 Media AG. It in turn is owned by German Media Partners L.P. (GMP). Among the owners of GMP, besides the Saban Capital Group, are the financial investors Hellman & Friedman, Thomas H. Lee, Quadrangle Group, Bain Capital Investors, Putnam Investments, Alpine Equity Partners, and Providence Equity Partners.

Haim Saban holds an interest in P7S1 Holding L.P. by way of the Saban Capital Group, and will remain associated with the company even after the sale of P7S1 Holding’s stock package to Springer. Saban will become a shareholder of the merged media corporation.

ProSiebenSat.1 Media AG is being advised in the transaction by Lehman Brothers and the law offices of Milbank, Tweed, Hadley & McCloy.