RTL Group to acquire Sky Deutschland

Friday 27 June 2025

Combination of RTL Deutschland and Sky Deutschland (Germany, Austria, Switzerland) to create a unique proposition in entertainment, sports and news across free TV, pay TV and streaming

11.5 million paying subscribers across RTL , Sky and WOW

Diversification of RTL Group's revenue streams across subscription, distribution and advertising

250 million in expected annual synergies within three years after closing

150 million upfront purchase price, with additional variable consideration linked to future value creation

RTL Group today announced that it has signed a definitive agreement to acquire Sky Deutschland (DACH). The transaction brings together two of the most recognisable media brands in the DACH region, creating a future-ready entertainment business with around 11.5 million paying subscribers.

Together, the business is well-positioned to meet evolving consumer demands and compete with global streamers. The transaction combines Sky's premium sports rights - including Bundesliga, DFB-Pokal, Premier League and Formula 1 - with RTL's leading entertainment and news brands across RTL , free-to-air and pay TV. It also unites the fastest growing streaming offers in the German market, RTL and WOW.

The transaction, which has been approved by the Board of Directors of RTL Group, is subject to regulatory approvals.

Thomas Rabe, CEO of RTL Group, said: The combination of RTL and Sky is transformational for RTL Group. It will bring together two of the most powerful entertainment and sports brands in Europe and create a unique video proposition across free TV, pay TV and streaming. It will boost our streaming business, with a total of around 11.5 million paying subscribers, further diversify our revenue streams and make us even more attractive for creative talent, rights holders and business partners. The synergies are estimated to be around 250 million per annum within three years after closing, creating significant shareholder value. Together, RTL and Sky will be in an even stronger position to invest in people, content and technology in Germany and in Europe to compete with the global tech and streaming players. I want to recognise the outstanding work of the Sky Deutschland team, whose strong performance over recent years has laid the foundation for this next phase.

Dana Strong, Group CEO at Sky, said: Sky Deutschland has made significant progress over the past three years, delivering strong operational performance and reaching a record number of customers. The business is on track to achieve EBITDA break-even, reflecting the success of our turnaround plan. Combining the strength of our brand with RTL builds on that momentum and opens up even greater opportunities. This deal provides a strong platform for long-term success, and ensures Sky continues to share in the growth of the combined business.

According to the agreement, RTL Group will fully acquire Sky's businesses in Germany, Austria, Switzerland, including customer relationships in Luxembourg, Liechtenstein and South Tyrol on a cash-free and debt-free basis. The purchase price consists of 150 million in cash and a variable consideration linked to RTL Group's share price performance. The variable consideration can be triggered by Comcast, Sky's parent company, at any time within five years after closing, provided that RTL Group's share price exceeds 41. The variable consideration is capped at 70 per share or 377 million. RTL Group has the right to settle the variable consideration in RTL Group shares or cash or a combination of both. RTL Group is considering buying treasury shares to be in a position to settle the variable consideration fully or partly in shares.

The combined business will offer a broader and more compelling German-language content portfolio for consumers across the DACH region. Viewers will benefit from expanded access to premium live sports, entertainment and news across RTL , Sky, WOW and RTL's free-to-air channels. By bringing together the strengths of RTL and Sky, the combined company will be able to compete against global streaming platforms.

The transaction is expected to generate 250 million in annual synergies within three years, mostly cost synergies across all categories.

Under a separate trademark license agreement, RTL will have the right to use the Sky brand in the DACH region (Germany, Austria, Switzerland), Luxembourg, Liechtenstein and South Tyrol. RTL will acquire Sky Deutschland's streaming brand WOW as part of the transaction.

Barny Mills, Sky Deutschland CEO, will continue to lead the Sky Deutschland business until the transaction is completed. Stephan Schmitter will stay in his current role as CEO of RTL Deutschland until closing of the transaction and then lead the combined company. RTL Deutschland will remain headquartered in Cologne and Sky Deutschland in Munich.

The pro-forma revenue 2024 of the combined company was 4.6 billion, with approximately 45 per cent of the total revenue coming from subscription-based revenue. [1] RTL Group's pro-forma revenue for 2024 was 8.2 billion [2], more than 30 per cent higher than RTL Group's reported consolidated revenue for 2024 ( 6.25 billion). The acquisition of Sky Deutschland is the largest transaction for RTL Group since its inception in 2000.

The two businesses will continue to operate independently until regulatory approvals

are obtained, which are expected in 2026.

PJT Partners served as advisor to Comcast on this transaction.

[1] Pro-forma unaudited

[2] Pro-forma unaudited: RTL Group continuing operations incl. Sky Deutschland

All documents are available to download at: https://company.rtl.com/en/media/overview/press-releases-and-news/rtl-group-to-acquire-sky-deutschland/

RTL Group

Oliver Fahlbusch

352 2486 5200

Oliver.Fahlbusch@rtl.com

Sky Gr

LINK:	https://www.skygroup.sky/en-gb/article/rtl-group-to-acquire-sky-deutsc...
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