UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM CB 

TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:

Securities Act Rule 801 (Rights Offering)	¨
Securities Act Rule 802 (Exchange Offer)	x
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)	¨
Exchange Act Rule 14d-1(c) (Third Party Tender Offer)	¨
Exchange Act Rule 14e-2(d) (Subject Company Response)	¨

ProSiebenSat.1 Media SE

(Name of Subject Company)

N/A

(Translation of Subject Company’s Name into English (if applicable))

Germany

(Jurisdiction of Subject Company’s Incorporation or Organization)

MFE – MediaForEurope N.V.

(Name of Person(s) Furnishing Form)

Registered Common Shares

(Title of Class of Subject Securities)

N/A

(CUSIP Number of Class of Securities (if applicable))

Fedele Confalonieri, Chairman

Viale Europa 46

Cologno Monzese

20093 Milan

+39 02 2514 9588

with a copy to:

Victor Goldfeld, Esq.

Wachtell, Lipton, Rosen & Katz

51 W. 52nd Street

New York, New York 10019

(212) 403-1000

(Name, Address (including zip code) and Telephone Number (including area code)

of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)

Not Applicable

(Date Tender Offer/Rights Offering Commenced)

PART I – INFORMATION SENT TO SECURITY HOLDERS

Item 1. Home Jurisdiction Documents

(a)
Exhibit Number	Description
Exhibit 99.1	Publication of the decision to issue a voluntary public takeover offer pursuant to Sec. 10 (1) in conjunction with Sections 29, 34 of the German Securities Acquisition and Takeover Act (WpÜG)

(b) Not applicable.

Item 2. Informational Legends

The required legends have been included in the documents filed as exhibits hereto.

PART II – INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

(1) Not applicable.

(2) Not applicable.

PART III – CONSENT TO SERVICE OF PROCESS

MFE – MediaForEurope N.V. is filing with the Securities and Exchange Commission a written irrevocable consent and power of attorney on a Form F-X concurrently with the furnishing of this Form CB.

PART IV – SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 

	MFE – MediaForEurope N.V.
Date: 27 March 2025	By:	/s/ Marco Giordani
		Name: Marco Giordani
		Title: Chief Financial Officer