By Klaus Lauer and Rachel More
BERLIN (Reuters) -German broadcaster ProSiebensat.1 <PSMGn.DE> on Wednesday pushed back against a proposal by MFE-MediaForEurope to split up the company and called on shareholders to vote down its top investor's plan at the annual general meeting next month.
MFE, controlled by the family of the late former Italian Prime Minister Silvio Berlusconi, wants to spin off ProSieben's e-commerce and dating assets from the company's core TV operations.
The plan could help MFE mount a potential buyout for ProSieben's TV business, which MFE sees as crucial for its ambitions to build a pan-European broadcaster.
"In the opinion of the executive board and the supervisory board, a split-up ... lies in the unique interest of MFE, but not in the best interests of all other shareholders," ProSieben said in a statement.
The split would result in a significant increase in the financial leverage of ProSiebenSat.1 "and thus make strategic acquisitions just as impossible as a customary dividend policy", it added.
Shares in ProSieben fell after the company's statement by as much as 3.4% before recovering to 2% at 1045 GMT.
ProSieben's AGM is scheduled for April 30. The proposed spin-off needs a 75% majority to pass.
MFE will require the support of Czech investment group PPF.
Both investors have nominated candidates for ProSieben's supervisory board, with MFE putting forward former Italian EY auditor Simone Scettri and Italian Citibank investment banker Leopoldo Attolico, while PPF has proposed Christoph Mainusch.
ProSieben rejected their proposed candidates, arguing that their election "would lead to potential conflicts of interest and overrepresentation of the large minority shareholders".
MFE already operates commercial TV businesses in Italy and Spain. It holds a nearly 30% stake in ProSieben.
The Milan-listed media company sees cross-border deals as a way to tackle the growing dominance of U.S. streaming giants such as Netflix and the flight of advertising investment to the likes of Facebook and Google.
ProSieben has resisted MFE's calls to join the project and sought to develop a standalone strategy, with management pursuing the sale of certain investments in the Commerce & Ventures and Dating & Video segments in a bid to reduce debt.
Both boards "plan to focus clearly on the value-maximizing sale of the relevant investments over the next 12 to 18 months, subject to the market conditions", ProSieben said.
(Reporting by Klaus Lauer, Writing by Rachel More; Editing by Madeline Chambers, Miranda Murray and Kim Coghill)
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