Securities Act of 1934 - Section 14e-5

September 12, 2005

Via Facsimile (646) 848-8787 and U.S. Mail

George A. Casey
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022

Re: Axel Springer AG Offer for ProSiebenSat.1 Media AG

Dear Mr. Casey:

We are responding to your letter dated September 12, 2005 to Brian V. Breheny, Christina Chalk, Paul M. Dudek and James A. Brigagliano, as supplemented by telephone conversations with the staff, with regard to your request for no-action and exemptive relief. Our response is attached to the enclosed photocopy of your letter to avoid having to recite or summarize the facts set forth in your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your September 12, 2005 letter.

On the basis of your representations and the facts presented in your letter, but without necessarily concurring in your analysis, the Commission hereby grants an exemption from Rule 14e-5 under the Securities Exchange Act of 1934 ("Exchange Act") to permit the Offeror to purchase Shares of the Company outside the Offer pursuant to the Purchase Agreement. You do not request, and we do not grant, any relief regarding any other purchases or arrangements to purchase Shares outside the Offer. In taking this position, we particularly note the following representations:

• The Offer is required to be conducted in accordance with the German Takeover Act;
• Any purchases of Shares of the Company by the Offeror will be subject to the German Takeover Act;
• The Purchase Agreement and similar contractual arrangements are permitted under applicable German law and under the German Takeover Act;
• The Purchase Agreement was entered into before the public announcement of the Offer;
• The Purchase Agreement is unconditional and binding on all parties pending clearance of the transaction with the German Federal Cartel Office, the Austrian Cartel Court and the German media control authorities;
• The German Takeover Act requires that the price at which the Offer is made must be equal to or higher than the price paid under the Purchase Agreement;
• No further consideration, direct or indirect, will be given under the Purchase Agreement beyond the price set in the Purchase Agreement;
• The existence of the Purchase Agreement and all material terms including quantity, price, and parties were disclosed in the Offer Documents;
• Except as noted herein, the participants in the Offer shall comply with Rule 14e-5.

The Commission grants this exemption from Rule 14e-5 under the Exchange Act to permit the Prospective Purchasers to purchase or arrange to purchase Shares otherwise than pursuant to the Offer, subject to the following conditions:

1. No purchases or arrangements to purchase Shares, otherwise than pursuant to the Purchase Agreement or the Offer, shall be made in the United States;
    
2. Disclosure of the possibility of purchases of Shares by the Offeror pursuant to the Purchase Agreement shall be included prominently in the Offer Documents;
    
3. To the extent such information is made public in Germany pursuant to the German Takeover Act, the Offeror shall disclose in the United States, through electronic media that publicly distributes stock market information, information regarding purchases of Shares pursuant to the Purchase Agreement;
    
4. The Offeror shall comply with any applicable requirements under the German Takeover Act and other applicable German laws;
    
5. The Offeror shall provide to the Division of Market Regulation, upon request, a daily time-sequenced schedule of all purchases of Shares made during the Offer, on a transaction-by-transaction basis, including:
   1. size, broker (if any), time of execution, and price of purchase; and
   2. if not executed on the Frankfurt Stock Exchange, the exchange, quotation system, or other facility through which the purchase occurred;
6. Upon the request of the Division of Market Regulation, the Offeror shall transmit the information as specified in paragraphs 5.a. and 5.b. to the Division at its offices in Washington, D.C. within 30 days of its request;
    
7. The Offeror shall retain all documents and other information required to be maintained pursuant to this exemption for a period of not less than two years from the date of the termination of the Offer;
    
8. Representatives of the Offeror shall be made available (in person at the offices of the Division of Market Regulation in Washington, D.C. or by telephone) to respond to inquiries of the Division of Market Regulation relating to their records; and
    
9. Except as otherwise exempted herein, the Offeror shall comply with Rule 14e-5.

In addition, based on the representations in your letter dated September 12, 2005, as supplemented by telephone conversations with the staff, but without necessarily concurring in your analysis, the staff of the Division of Corporation Finance will not recommend enforcement action under:

• Rule 14e-1(c) under the Exchange Act. This no-action position is taken to permit the payment for, or return of, Shares tendered in the Offer in accordance with German law and practice. In taking this position, we note that this Offer will be conditioned upon receipt of certain foreign regulatory approvals necessary for consummation of the Offer. Payment for or return of tendered Shares may take several months after the Offer terminates, pending satisfaction of these regulatory conditions. However, tendering security holders will be permitted to withdraw tendered Shares from the commencement of the Offer through the date of receipt of the relevant regulatory approvals.
   
• Rule 14e-1(d) under the Exchange Act. This no-action position is taken to permit the Offeror to issue a notice of extension of the initial offer period in accordance with German law and practice.
   
• Rule 14e-1(b) under the Exchange Act. This no-action position is taken to accommodate the potential conflict that may arise if the Offer is extended for the two calendar week period mandated by German law upon a material change in the terms of the Offer and the relevant two-week extension period does not correspond exactly with the ten U.S. business day period required under U.S. law.

The foregoing no-action positions and exemptive relief under Rule 14e-5 are based solely on the representations and the facts presented in your letter dated September 12, 2005, as supplemented by telephone conversations with the staff. The relief is strictly limited to the application of the rules listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. The participants in this transaction must comply with these and any other applicable provisions of the federal securities laws. The Divisions of Corporation Finance and Market Regulation express no view on any other questions that may be raised by the proposed transaction, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to the proposed transaction.

Sincerely,

Brian V. Breheny
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance

For the Commission,
by the Division of Market Regulation
pursuant to delegated authority

James A. Brigagliano
Assistant Director

Attachment

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/asag091205.htm