German media group Axel Springer has offered to sell a TV channel in order to ease competition concerns over its takeover of broadcaster ProSiebenSat.1.
Axel Springer has warned it may abandon the deal and look abroad
But the German Federal Cartel Office said the ProSieben channel must be sold to an independent third party for it to consider approving any deal.
Germany's media watchdog has already rejected Springer's 2.5bn euros ($2bn; £1.4bn) bid for ProSiebenSat.1.
The Cartel Office will give its verdict later this month.
The watchdogs have expressed concerns that the purchase would give Springer too much influence over the media and would create a virtual duopoly of the advertising market with rival media giant Bertelsmann.
"The strong position of the ProSiebenSat.1 group in national commercial television would lead, above all in combination with the phenomenal position in the daily press of Springer to a domination of public opinion," the German Commission on Concentration in the Media (KEK) said in a statement.
The two regulators have indicated that they will only allow the deal if Springer sells either its Bild newspaper operations or breaks up ProSiebenSat.1.
The company has warned that it could end up looking abroad for acquisition opportunities.
Other firms including France's TF1 have expressed an interest in ProSiebenSat.1.