By Amy-Jo Crowley and Emma-Victoria Farr

LONDON/FRANKFURT, April 4 (Reuters) - ProSiebenSat.1 has lined up defence advisers, including Morgan Stanley MS.N, after receiving a takeover bid from its largest investor MFE-MediaForEurope MFEB.MI, the TV group controlled by Italy's Berlusconi family, two people with knowledge of the matter said.

Last week, MFE launched a bid for the shares of ProSieben it does not already own, offering the minimum price allowed by the German law, equal to the volume-weighted average price of ProSieben shares over the past three months.

Due to the structure of MFE’s bid, ProSiebenSat.1’s defence strategy may be limited, but will likely include improving performance within the group's different businesses, according to one of the people. The people spoke on condition of anonymity because they were not authorised to speak publicly.

ProSiebenSat.1, Morgan Stanley and MFE declined to comment.

MFE, which has commercial TV operations in Italy and Spain, made the bid as part of a larger plan to create a pan-European advertising-funded broadcaster - a strategy so far resisted by ProSieben, which wants to stay independent.

MFE also agreed to buy shares from an existing ProSieben investor that would take its 29.9% stake to a 30% threshold - the level which triggers a takeover bid - regardless of the outcome of the buyout offer.

This means that, once the offer period ends, MFE can buy additional ProSieben shares on the market without having to repeat a formal offer to all investors.

German market regulator BaFin confirmed earlier this week the price of the cash and share bid is 5.74 euro a share, giving the offer a value at that time of about 940 million euros.

($1.04 billion).

($1 = 0.9062 euros)

(Reporting by Amy-Jo Crowley in London and Emma-Victoria Farr in Frankfurt, additional reporting Klaus Lauer in Berlin and Elvira Pollina in Milan. Editing by Anousha Sakoui and Louise Heavens)

((Amy-Jo.Crowley@thomsonreuters.com;))