UPDATE 3-MFE drive for ProSieben spin-off falls just short in investor vote

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Spin off proposal just fails to win required support

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Investor MFE pushes for changes at ProSieben

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Berlusconi-controlled group boosts ProSieben board role

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Management of ProSieben wants to pursue own agenda

(Recasts with outcome of vote)

By Jörn Poltz

MUNICH, April 30 (Reuters) - A push by investor MFE-MediaForEurope for German media group ProSiebenSat.1 to spin off its e-commerce and online dating ventures narrowly failed to get the required shareholder backing on Tuesday.

Some 70.95% of shareholders backed MFE's proposal, falling just short of the 75% threshold required for the motion to pass.

MFE, the commercial broadcaster controlled by Italy's Berlusconi family, holds nearly 30% of ProSieben, and wants to build an advertising-funded European broadcast champion to counter the might of U.S. streaming giants.

MFE sought to use the outcome of the shareholder vote as further leverage to push for changes at ProSieben.

"We expect the management of ProSiebenSat.1 and the Supervisory Board in this new composition to get to work immediately to achieve tangible results that will increase the value of the Company for the benefit of all shareholders," an MFE spokesperson said.

MFE, which already runs TV operations in Italy and Spain, has indicated it could consider a bid for ProSieben, but only after it sheds what it views as non-core businesses.

MFE did score a success as its candidates for ProSieben's supervisory board - former Italian EY auditor Simone Scettri and former Citi banker Leopoldo Attolico - were elected.

Veteran media executive Christoph Mainusch who was proposed by Czech investment group PPF, which is the second largest shareholder, was also elected.

INDEPENDENT PATH

ProSieben had recommended shareholders reject MFE's bid for an asset split as well as candidates backed by MFE and PPF, arguing their election "would lead to potential conflicts of interest and overrepresentation of the large minority shareholders".

Since MFE first invested in ProSieben in 2019, the Bavaria-based group has resisted MFE's calls to join its pan-European project, and is seeking instead to remain independent under CEO Bert Habets.

ProSieben's shows include "The Masked Singer" and it also airs "Germany's Next Topmodel", based on the U.S. format and hosted by Heidi Klum.

Habets painted the spin-off of ProSieben's Commerce & Ventures and Dating & Video segments, as sought by MFE, as a costly option, and instead pushed the sale of individual assets to maximise value and reduce debt.

Led by former RTL boss Habets since November 2022, ProSieben has suffered a series of setbacks, slashing its dividend before announcing a write-off on programming assets in December.

In response to MFE's move, it started a process to sell Flaconi, an online retailer of beauty products, and price comparison website Verivox.

(Reporting by Joern Poltz in Munich, Elvira Pollina in Milan; Writing by Riham Alkousaa, Keith Weir; Editing by Alexander Smith)