MHG Media Holdings GmbH intends to provide a voluntary tender offer

The majority stockholder of PROCON MultiMedia AG ("Company"), Mr. Günther Fielmann, as well as the members of the board (Vorstand), Mr. Morten Carlsson and Mr. Christian Möller, today concluded an agreement with the US-American mother company of MHG Media Holdings GmbH, Düsseldorf, ("MHG") on an irrevocable undertaking to accept a voluntary public tender offer of MHG regarding their shares in the Company. The obligation to accept the voluntary public tender offer is subject to the condition that MHG offers to all stockholders a purchase price of at least EUR 1.30 per stock in cash. The mother company of MHG is a leading supplier in the same area of business, yet mainly active on other regional markets. For further information regarding the mother company of MHG see www.proconag.de.

The intended voluntary public tender offer will be subject to several conditions, among others the provision of governmental approvals until 29 December 2009 and the achievement of the minimum take over threshold of 80 percent. Including the shares held by other members of the Fielmann family, which are included in the abovementioned agreement, Mr. Fielmann, Mr. Carlsson and Mr. Möller together hold about 77.96 percent of the shares in PROCON MultiMedia AG.

Part of the abovementioned agreement is also a put option in favour of Mr. Fielmann, Mr. Carlsson and Mr. Möller, particularly in case MHG should not provide a tender offer after the acceptance of the documentation regarding this tender offer by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), or should MHG offer a lower purchase price than EUR 1.30 per share in cash. This put option is also subject to several conditions, among others the provision of governmental approvals until 29 December 2009.

The members of the board, Mr. Carlsson and Mr. Möller, intend to continue their engagement with the Company on a long term basis, including after the sale of their shares in the course of the intended tender offer.