PREMIERE AG, Germany's biggest pay-TV company, was bailed out by shareholder News Corp after agreeing to a 450-million-euro (US$628 million) share sale, allowing it to renegotiate terms on 525 million euros of debt.

The agreement will exempt News Corp from making a mandatory takeover offer required under German rules if it reaches or exceeds a threshold of 30 percent, Premiere said in a statement yesterday. News Corp, controlled by Rupert Murdoch, is Premiere's biggest shareholder with a 25-percent stake.

Premiere predicted yesterday it will report a ''significant'' loss before interest, taxes, depreciation and amortization and negative cash flow in 2009. To return to profitability, Premiere aims to add monthly contract subscribers and increase average revenue per customer.

Last month, Premiere won live broadcast rights for all top German soccer matches for four seasons, costing 225 million euros to 275 million euros per season. "The successful implementation of the financing structure that Premiere has agreed with its bank syndicate and News Corp is a prerequisite to the survival of the company," Premiere said.

Premiere fell as much as 7 percent, to 3.96 euros, and traded at 4.05 euros as of 10:25am in Frankfurt. Before yesterday, the stock had lost 66 percent this year, valuing Premiere at about 479 million euros, according to Bloomberg News.

The company has posted four straight quarterly losses as costs increased and sales suffered from hackers gaining access to its broadcasts. A new encryption system that restricts its programs to paying subscribers increased hardware costs. The company predicts sales of more than 1 billion euros this year.

News Corp began buying Premiere shares in January.