Recommended cash offer

RNS Number:0075Q
2waytraffic N.V.
13 March 2008


 

 

 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR  
  FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, OR JAPAN OR ANY OTHER   
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
                               SUCH JURISDICTION                                

 

                             Recommended cash offer                             

                                       by                                       

                              2JS Productions B.V.                              

       (a wholly-owned group company of Sony Pictures Entertainment Inc.)       

                                      for                                       

                                2waytraffic N.V.                                

2JS Productions and 2waytraffic are pleased to announce that they have agreed
the terms of a proposed recommended cash offer for the entire issued ordinary
share capital of 2waytraffic by 2JS Productions, a wholly-owned group company of
Sony Pictures Entertainment Inc.

The proposed Acquisition is to be effected by (i) a Sale and Purchase Agreement
entered into between 2JS Productions, Atharva Investments, Kees Abrahams, Taco
Ketelaar, Grupo Contenidos and CPT Holdings Inc whereby 2JS Productions has
agreed to acquire the Founder Shares, accounting for approximately 54 per cent.
of 2waytraffic's existing issued share capital, and (ii) a public offer for all
other 2waytraffic Shares.

The Offer does not fall within the auspices of the Dutch Financial Supervision
Act and is outside the jurisdiction of the Dutch Financial Markets Authority.
The Offer is also not subject to the City Code as 2waytraffic's registered
office and its place of central management and control is in The Netherlands and
its shares are not traded on a UK regulated market.

                                    Summary                                     

*   Under the Offer, 2waytraffic Shareholders will receive 108 pence in
    cash for each 2waytraffic Share.

*   The Offer Price represents a premium of approximately 46.9 per cent.
    to the Closing Price of 73.5 pence per 2waytraffic Share on 7 March 2008, being
    the last Business Day prior to the announcement by 2waytraffic dated 10 March
    2008 regarding a possible offer for 2waytraffic.

*   The purchase prices agreed for the Founder Shares to be sold pursuant
    to the Sale and Purchase Agreement are, in respect of the Founder Shares held by
    Atharva Investments, (a company controlled by Henk Keilman), 80 pence per
    2waytraffic Share and, in respect of the Founder Shares held by Grupo
    Contenidos, (a company controlled by Kees Abrahams, Taco Ketelaar and Unico
    Glorie), 60 pence per 2waytraffic Share.
   
  * In addition, Kees Abrahams, Unico Glorie and Taco Ketelaar (through and by
    virtue of their interests in Grupo Contenidos) will have the opportunity to
    benefit from an earn-out arrangement under which Grupo Contenidos may be
    entitled to additional cash consideration subject to 2waytraffic meeting
    certain performance criteria in each of the three accounting periods to 31
    March 2011. The maximum total consideration that may be payable to Grupo
    Contenidos, subject to 2waytraffic meeting these performance criteria, is in
    total 109 pence per 2waytraffic Share, after contribution to an employee
    bonus pool. 



*   The Offer and the Sale and Purchase Agreement together value the
    entire issued ordinary share capital of 2waytraffic at up to £137.5 million
   (calculated on the basis that the maximum possible amount is paid under the
   earn-out provisions). Of this amount, the initial consideration is £114.3
   million.

*  2JS Productions and Sony Pictures Entertainment Inc. believe that the
   acquisition of 2waytraffic will provide new avenues for exploitation of TV
   format catalogues, mutually strengthen global TV format distribution
   capabilities, provide cross-promotional opportunities and afford partnership
   prospects with 2JS Productions sister divisions such as mobile games.

*  The 2waytraffic Directors, who have been so advised by their financial
   advisors, Investec, consider the terms of the Offer to be fair and reasonable.
   In providing advice to the 2waytraffic Directors, Investec has taken into
   account both the terms on which the Founder Shares are to be sold pursuant to
   the Sale and Purchase Agreement and the commercial assessments of the
   2waytraffic Directors. Accordingly, the 2waytraffic Directors unanimously
   recommend 2waytraffic Shareholders to accept the Offer and to vote in favour of
   the Resolutions to be proposed at the EGM.

*  2waytraffic Shareholders holding 77,224,242 2waytraffic Shares
   representing approximately 59.1 per cent. of the existing issued share capital
   of 2waytraffic have agreed to sell their 2waytraffic Shares to 2JS Productions
   either pursuant to the Sale and Purchase Agreement or by way of irrevocable
   undertakings to accept the Offer.


*  The Offer Document, together with the Form of Acceptance, will be
   posted to 2waytraffic Shareholders shortly.

The Offer will be made subject to the conditions and on the terms contained in
this Announcement and on the further terms and conditions to be set out or
referred to in the Offer Document and the Form of Acceptance. 

Kees Abrahams, CEO, 2waytraffic said:

"In the relatively short trading history of 2waytraffic we are proud of our
growth and accomplishments. The combination of 2waytraffic and Sony Pictures
Entertainment Inc. would allow us to further accelerate its growth strategy to
become a leading producer and distributor of TV formats and interactive content
across multiple platforms. We believe the Offer provides shareholders with good
value today in cash without exposure to the inherent risks of pursuing this
growth strategy as an independently listed company. We look forward to working
with Sony Pictures Entertainment Inc. in the future and embarking on the next
phase of our development"

 

Enquiries:

2waytraffic

Chris Pye, Chairman Tel: [phone]

Kees Abrahams, CEO

Jeroen Tielens, CFO

Malcolm Gardner, Director, Corporate Development

Yvette Dore, Head of Press and PR

 

Jefferies, financial adviser to 2JS Productions and Sony Pictures Entertainment

Jonathan Norman Tel: + 44 207 029 8000

Zeph Sequeira

Jana Bakunina

 

Investec Investment Banking, NOMAD and broker to 2waytraffic

David Currie Tel: [phone]

Andrew Craig

Ben Poynter

Alexandra Calinikos

 

Oakley Capital, adviser to the Founder Shareholders

Chris Godsmark Tel: [phone]

 

Maitland, PR adviser to 2JS Productions and Sony Pictures Entertainment

Martin Leeburn Tel: [phone]

 

Financial Dynamics, PR adviser to 2waytraffic

Charlie Palmer Tel: [phone]

 

The above summary should be read in conjunction with the full text of the
attached Announcement. Further terms and conditions of the Offer and the bases
and sources of assumptions and calculations are set out in Parts A, B and C of
the Appendix of this Announcement which form part of and should be read with
this Announcement. Defined terms have the meanings set out in the section headed
"Definitions" which also forms part of and should be read in conjunction with
this Announcement.

This Announcement does not constitute or form part of an offer for, or
solicitation of any offer for, or invitation to sell or purchase or subscribe
for any securities. The Offer will be made solely by means of the Offer Document
and, in respect of 2waytraffic Shares held in registered form, the Form of
Acceptance accompanying the Offer Document which will contain the full terms and
conditions of the Offer, including details of how it may be accepted.

Jefferies is acting exclusively for 2JS Productions and Sony Pictures
Entertainment Inc. and no??one else in connection with the Offer and will not be
responsible to anyone other than 2JS Productions and Sony Pictures Entertainment
Inc. for providing the protections afforded to clients of Jefferies nor for
providing advice in relation to the Offer or any matter referred to in this
Announcement. Jefferies is authorised and regulated in the United Kingdom by the
Financial Services Authority.

Investec is acting exclusively for 2waytraffic and no??one else in connection
with the Offer and will not be responsible to anyone other than 2waytraffic for
providing the protections afforded to clients of Investec nor for providing
advice in relation to the Offer or any matter referred to in this Announcement.
Investec is authorised and regulated in the United Kingdom by the Financial
Services Authority.

The availability of the Offer to 2waytraffic Shareholders who are not resident
in the United Kingdom may be affected by the laws of the relevant jurisdiction
in which they are resident. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable requirements.

The Offer will not be made, directly or indirectly, in or into, and will not be
capable of acceptance in or from, Canada, Australia or Japan. In addition it is
not currently intended that the Offer will be made, directly or indirectly, in
or into, or by use of mails or any means or instrumentality (including, without
limitation, facsimile transmission, telephone or internet) of interstate or
foreign commerce of, or any facilities of a national securities exchange of, the
United States and it is not currently intended that the Offer will be capable of
acceptance by any such use, means, instrumentality or facility or from within
the United States. Accordingly, copies of this Announcement are not being, and
must not be, mailed or otherwise forwarded, distributed or sent in or into or
from the United States, Canada, Australia or Japan. Custodians, nominees and
trustees should observe these restrictions and should not send or distribute the
document in or into the United States, Canada, Australia or Japan.

All statements other than statements of historical fact included in this
Announcement may be "forward-looking statements". Forward-looking statements
include, without limitation, statements typically containing words such as
"intends", "expects", "anticipates", "targets", "estimates" and words of similar
import. By their nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will occur in the
future. There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by such
forward-looking statements. These factors include, but are not limited to, the
satisfaction of the conditions to the Offer, as well as additional factors, such
as changes in economic conditions, changes in the level of capital investment,
success of business and operating initiatives and restructuring objectives,
customers' strategies and stability, changes in the regulatory environment,
fluctuations in interest and exchange rates, the outcome of litigation,
government actions and natural phenomena such as floods, earthquakes and
hurricanes. Other unknown or unpredictable factors could cause actual results to
differ materially from those in the forward-looking statements. Neither 2JS
Productions nor 2waytraffic undertake any obligation to update publicly or
revise forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent legally required.

2JS Productions accepts no responsibility for the information contained in this
Announcement that relates to 2waytraffic or any associate thereof.

2waytraffic accepts no responsibility for the information contained in this
Announcement other than that which relates to 2waytraffic and the recommendation
of the Offer.


 
 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR  
  FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, OR JAPAN OR ANY OTHER   
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
                               SUCH JURISDICTION                                

                                                                                

                             Recommended cash offer                             

                            by 2JS Productions B.V.                             

       (a wholly-owned group company of Sony Pictures Entertainment Inc.)       

                              for 2waytraffic N.V.

 

1.                   Introduction

2JS Productions and 2waytraffic are pleased to announce that they have agreed
the terms of a proposed recommended cash offer for the entire issued and to be
issued ordinary share capital of 2waytraffic by 2JS Productions, a wholly-owned
group company of Sony Pictures Entertainment Inc. The proposed Acquisition is to
be effected pursuant to (i) the Sale and Purchase Agreement entered into between
2JS Productions, CPT Holdings Inc, Kees Abrahams, Taco Ketelaar, Atharva
Investments and Grupo Contenidos, whereby 2JS Productions has agreed to acquire
the Founder Shares, accounting for approximately 54 per cent. of 2waytraffic's
existing issued share capital, and (ii) a public offer for all other 2waytraffic
Shares.

The formal Offer will be set out in the Offer Document which is expected to be
dispatched to 2waytraffic Shareholders shortly.

2.                   The Offer

2JS Productions will offer to acquire all 2waytraffic Shares (other than the
Founder Shares which 2JS Productions has agreed to acquire pursuant to the Sale
and Purchase Agreement) on the following basis:
for each 2waytraffic Share 108 pence in cash            

 

The Offer Price represents a premium of approximately 46.9 per cent. to the
Closing Price of 73.5 pence per 2waytraffic Share on 7 March 2008, the last
Business Day prior to the announcement by 2waytraffic dated 10 March 2008
regarding a possible offer for 2waytraffic.

The Offer will be subject to the terms and conditions set out in the Offer
Document and, in respect of 2waytraffic Shares in registered form, in the Form
of Acceptance accompanying the Offer Document.

3.                   Sale and Purchase Agreement

Kees Abrahams, Taco Ketelaar, Atharva Investments and Grupo Contenidos have
separately entered into a binding Sale and Purchase Agreement with 2JS
Productions and CPT Holdings Inc pursuant to which the Founder Shareholders have
agreed to sell, and 2JS Productions has agreed to purchase, the Founder Shares
(representing, in aggregate, approximately 54 per cent. of the existing issued
ordinary share capital of 2waytraffic). Completion of the Sale and Purchase
Agreement is conditional on the Offer becoming or being declared wholly
unconditional.

The purchase prices agreed for the Founder Shares to be sold pursuant to the
Sale and Purchase Agreement are, in respect of the Founder Shares held by
Atharva Investments, (a company controlled by Henk Keilman), 80 pence per
2waytraffic Share and, in respect of the Founder Shares held by Grupo Contenidos
(a company controlled by Kees Abrahams, Taco Ketelaar and Unico Glorie), 60
pence per 2waytraffic Share.

In addition, Kees Abrahams, Unico Glorie and Taco Ketelaar (through and by
virtue of their interests in Grupo Contenidos) will have the opportunity to
benefit from an earn-out arrangement under which Grupo Contenidos may be
entitled to additional cash consideration subject to 2waytraffic meeting certain
performance criteria in each of the three accounting periods to 31 March 2011.
The maximum total consideration that may be payable to Grupo Contenidos, subject
to 2waytraffic meeting these performance criteria, is in total 109 pence per
2waytraffic Share, after contribution to an employee bonus pool.

The Offer and the Sale and Purchase Agreement together value the entire issued
ordinary share capital of 2waytraffic at up to £137.5 million (calculated on the
basis that the maximum possible amount is paid under the earn-out provisions).
Of this amount, the initial consideration is £114.3 million.

 

4.                   Irrevocable undertakings to accept the Offer

In addition to the agreement between Atharva Investments and Grupo Contenidos to
sell the Founder Shares, certain individuals holding 2waytraffic Shares have
entered into irrevocable undertakings with 2JS Productions pursuant to which
they have irrevocably undertaken to accept or procure the acceptance of, the
Offer, in respect of their entire registered and/or beneficial holdings of
2waytraffic Shares, amounting, in total to 3,244,438, representing approximately
2.5 per cent. of the existing issued share capital of 2waytraffic as at the date
of this Announcement. These undertakings remain binding even if a higher offer
is made by a third party.

Kees Abrahams and Unico Glorie beneficially own 3,491,804 2waytraffic Shares
which are not subject to the terms of the Sale and Purchase Agreement but will
instead be subject to the Offer. These 2waytraffic Shares representing 2.7 per
cent. of the existing issued share capital of 2waytraffic are the subject of
irrevocable undertakings to accept the Offer. Equally, these undertakings remain
binding even if a higher offer is made by a third party.

Accordingly, pursuant to the terms of the Sale and Purchase Agreement and the
irrevocable undertakings to accept the Offer referred to above, 2waytraffic
Shareholders holding 77,224,242 2waytraffic Shares representing approximately
59.1 per cent. of the existing issued share capital of 2waytraffic have agreed
to sell their 2waytraffic Shares to 2JS Productions.

5.                   Information on 2waytraffic

2waytraffic is a company with limited liability incorporated under the laws of
The Netherlands with registered address Middenweg 1, 1217 HS Hilversum, The
Netherlands.

2waytraffic is a developer and exploiter of interactive entertainment content
for television, mobile and digital platforms. It has subsidiaries in
jurisdictions including the US, the UK, The Netherlands and Sweden.

2waytraffic develops, distributes and exploits interactive content through
arrangements with broadcasters, telecom service providers and, in some cases,
advertisers. 2waytraffic's current catalogue of television formats includes "Who
Wants to be a Millionaire?", "Brainiest", "Last One Standing", "Take it Or Leave
it", "You Are What You Eat" and "That's the Question" and it currently licenses
television formats into more than 55 territories. Since its admission to AIM in
2006, 2waytraffic has developed its catalogue of television formats through both
acquisitions and organic growth.

6.                   Information on 2JS Productions and Sony Pictures
Entertainment Inc.

2JS Productions is a company with limited liability incorporated under the laws
of The Netherlands with registered address Fred. Roeskestraat 123, 1076 EE
Amsterdam, The Netherlands. 2JS Productions has been incorporated for the
purpose of acquiring the issued ordinary share capital of 2waytraffic and is a
wholly owned group company of Sony Pictures Entertainment Inc.

Sony Pictures Entertainment Inc. engages in global operations encompassing
motion picture production and distribution, television programming and
syndication, home video acquisition and distribution, operation of studio
facilities, development of new entertainment technologies and distribution of
filmed entertainment in 67 countries worldwide.

7.                   Background to and reasons for making the Offer for
2waytraffic

2JS Productions and Sony Pictures Entertainment Inc. believe that the
acquisition of 2waytraffic will provide new avenues for exploitation of TV
format catalogues, mutually strengthen global TV format distribution
capabilities, provide cross-promotional opportunities and afford partnership
prospects with 2JS Productions' sister divisions such as mobile games.

8.                   Background to and reasons for recommending the Offer

2waytraffic was listed on AIM in April 2006, at which time it was valued at
£107.9 million based on a placing price of 116 pence per 2waytraffic Share.
2waytraffic has since achieved substantial growth in revenue and profitability,
driven by a combination of new format launches and international expansion, as
well as through strategic acquisitions that have broadened the territorial scope
of 2waytraffic's operations, enlarged its talent pool and provided alternative
avenues for growth. These acquisitions have included the purchase of: (i) Emexus
Group B.V., a mobile content provider, in June 2006; (ii) Intellygents B.V., a
format developer, in July 2006 and (iii) "Who Wants to be a Millionaire?", the
internationally successful television quiz show format, and related assets, in
December 2006. In addition, in 2006 2waytraffic established a joint venture in
Spain with Zebra Producciones S.A. and in 2007 2waytraffic acquired a majority
interest in a UK-based creative start-up, The Prime Suspects Limited, now
jointly owned with three individuals, including one of the founders of "Who
Wants to be a Millionaire?".

During the second half of 2007, 2waytraffic announced that it had encountered a
number of regulatory and technical issues in relation to its Call TV and Mobile
Content operations. Whilst the 2waytraffic Directors have dealt with these
issues and have developed new business models in these areas, given the relative
infancy of these plans they have not produced material returns to date, although
they have shown some initial promise. On 3 December 2007, 2waytraffic announced
that it had decided to phase out the majority of its Call TV activities in
Western Europe and to terminate its related contracts with SBS to provide Call
TV services. The cessation of these activities has allowed 2waytraffic to focus
on its core businesses of producing, distributing and exploiting its expanding,
high quality catalogue of entertainment content across multiple platforms and
with multiple business models.

In deciding whether to recommend the Offer, the 2waytraffic Directors have
considered, amongst other things, 2waytraffic's ability to continue to sustain
historic growth rates and deliver acceptable returns to its shareholders as an
independent company.

The 2waytraffic Directors recognise that events in 2007 referred to above have
played a large part in the recent decline in the price of 2waytraffic Shares.
The 2waytraffic Directors also believe that, given the progress made by
2waytraffic since flotation and the quality of its assets and people, recent
economic uncertainty and market volatility have had a disproportionately
negative impact on the market value of 2waytraffic. The 2waytraffic Directors
expect that in the short to medium term the reduction in the price of
2waytraffic Shares could restrict its ability to grow the business autonomously
and to make further strategic acquisitions. 2waytraffic is likely to require
additional equity and/or debt funding to progress its strategy of acquisitive
growth and given the current price of 2waytraffic Shares, any equity issue is
likely to result in significant dilution for existing 2waytraffic Shareholders,
while in parallel the debt market may not be willing to fund such a strategy on
suitable terms.

In a consolidating global media industry, the 2waytraffic Directors believe that
further acquisitions could be hindered by 2waytraffic's size, relative to other
international competitors and that the acquisition of 2waytraffic by 2JS
Productions should enable 2waytraffic to deliver on its strategic objectives
more rapidly. The 2waytraffic Directors believe that the combination of
2waytraffic and Sony Pictures Entertainment Inc. will create a substantial
global media entertainment content provider able to address a converging
marketplace across key channels including television, the internet and mobile.

The 2waytraffic Directors believe the proposed Acquisition provides 2waytraffic
Shareholders with an opportunity to realise value today without bearing the
current and future operational, market and economic risks associated with
executing 2waytraffic's longer term growth plans as an independently publicly
listed company.

The Offer Price represents a premium of 46.9 per cent. to the Closing Price of
73.5 pence per 2waytraffic Share on 7 March 2008, the last Business Day prior to
the announcement by 2waytraffic dated 10 March 2008 regarding a possible offer
for 2waytraffic. This premium is an acknowledgement that the Offer does not give
2waytraffic Shareholders the opportunity to participate in the Enlarged Group or
the earn-out arrangements afforded to Grupo Contenidos pursuant to the terms of
the Sale and Purchase Agreement. For Grupo Contenidos, the ultimate return which
it will receive from the sale of its Founder Shares will depend on 2waytraffic's
future performance over the next three years, and part of this potential return
will be contributed to an employee bonus pool for the benefit of 2waytraffic
employees. In addition, pursuant to the terms of the Sale and Purchase
Agreement, Atharva Investments has agreed to accept a price of 80 pence for its
2waytraffic Shares which is substantially lower than the Offer Price and will
not participate in the earn-out, in order to maximise the price for other
2waytraffic Shareholders under the Offer. The Directors therefore believe that
the structure of the Acquisition represents a good balance between providing
potential future value for Grupo Contenidos and immediate certain value to other
2waytraffic Shareholders under the Offer.

 

9.   Financial and current trading information relating to 2waytraffic

Despite a challenging 2007, 2waytraffic expects to report underlying Normalised
EBITDA for the year ended 31 December 2007 of approximately Euro29 million
(unaudited) in line with guidance set out in the 2waytraffic announcement dated
13 March 2008. As at 31 December 2007, the 2waytraffic Group had incurred net
debt of approximately Euro70 million excluding earn-out liabilities and minority
interests.

2waytraffic has focused increasingly on its core business of producing,
distributing and exploiting its expanding high quality catalogue of
entertainment content across multiple platforms. The end of 2007 saw new
commissions and re-commissions for "Who Wants to be a Millionaire?" in a number
of territories and significant interest and commissions for its new formats
developed during that year. New elements have been introduced to "Who Wants to
be a Millionaire?" in some territories and there has been increased interactive
and ancillary exploitation. 2waytraffic has also launched "50/50", the first
spin-off from the well established format of "Who Wants to be a Millionaire?".

Should the Offer not proceed the 2waytraffic Directors believe that the
continuing operations of the 2waytraffic Group will generate similar levels of
profitability in 2008 as were generated in 2007. Accordingly, in such
circumstances, the 2waytraffic Directors would expect to agree a revised
financial structure for the Group.

10.   General Meeting

It is proposed that an Extraordinary General Meeting of 2waytraffic will be held
for the purposes of informing the 2waytraffic Shareholders about the Acquisition
and considering, and if though fit approving, the following ordinary
resolutions, each of which will be conditional upon the Offer becoming or being
declared wholly unconditional (i) to amend 2waytraffic's articles of association
so as to include certain provisions establishing a two tier board structure; and
ii) to appoint Sander Schwartz and John McMahon as members of 2waytraffic's
supervisory board as soon as reasonably practicable following the Offer being
declared or becoming wholly unconditional.

 

The new management structure will be made up of (i) a management board which
will be responsible for the day to day management of 2waytraffic and (ii) a
supervisory board which will be responsible for supervising the management board
and the general course of affairs of 2waytraffic and the business connected with
it.

 

Details of the EGM will be set out in the Offer Document.

 

11.   Management and employees

2JS Productions has given assurances to the 2waytraffic Board that, upon the
Offer becoming or being declared unconditional in all respects, it will comply
with the employment rights of the employees of 2waytraffic.

All of the executive and non-executive 2waytraffic Directors (except Henk
Keilman and Unico Glorie) will continue to work in a senior management capacity
within the Enlarged Group. Each of their existing service contracts will remain
in place following the Offer becoming or being declared wholly unconditional and
there is no current intention that such contracts will be amended or varied.
Henk Keilman and Unico Glorie have agreed to step down as directors of
2waytraffic, subject to and with effect from the Offer becoming or being
declared wholly unconditional. However, it is intended that Unico Glorie will be
appointed as a consultant to 2waytraffic following the Offer becoming or being
declared wholly unconditional.

In order to incentivise employees (other than Kees Abrahams, Unico Glorie and
Taco Ketelaar), Grupo Contenidos will allocate and contribute 25 per cent. of
any earn-out payment due to it under the earn-out arrangement to an employee
bonus pool. In addition, should EBITDA targets be met or exceeded, 2JS
Productions is to make a contribution to the employee bonus pool of 25 per cent.
of the amount paid into the employee bonus pool by Grupo Contenidos. Any
distribution of funds from the employee bonus pool will be made pursuant to
rules to be established by the management board of 2waytraffic in conjunction
with Grupo Contenidos.

12.   The Merger Agreement

2JS Productions has entered into a Merger Agreement with 2waytraffic which sets
out, amongst other things, various matters in relation to the implementation of
the Offer and the conduct of 2waytraffic's business prior to the Offer becoming
or being declared wholly unconditional. Under this agreement, 2waytraffic has
agreed not to solicit offers from any third parties with respect to the making
of an Alternative Proposal until the earlier of (i) the date on which the Offer
becomes or is declared wholly unconditional and (ii) the termination of the
Merger Agreement.

In addition, as an inducement to both parties to cooperate with one another in
relation to the Offer, 2waytraffic and 2JS Productions have entered into a
reciprocal break fee arrangement.

2JS Productions has agreed to pay to 2waytraffic a break fee of £1,142,852 by
way of compensation in certain circumstances, including where (i) the Offer is
not made within seven calendar days of the date of this Announcement (other than
in certain limited circumstances) or (ii) 2JS Productions allows the Offer to
lapse, terminate or withdraws the Offer or the Offer is not made, declared or
does not become unconditional in all respects by the Longstop Date other than in
certain limited circumstances.

2waytraffic has agreed to pay to 2JS Productions the sum of £1,142,852 by way of
compensation in circumstances, including where the 2waytraffic Board withdraws
or modifies, in a manner adverse to 2JS Productions, its recommendations of the
Offer or where a third party announces its intention to make an offer for
2waytraffic prior to the Offer lapsing or being withdrawn and such offer is
subsequently completed, or in certain circumstances where 2waytraffic refuses to
grant an extension to the Longstop Date, which may be requested by 2JS
Productions in order to obtain Anti-trust Clearances.

13.   Financing the Acquisition

The 2waytraffic Directors have received confirmation from 2JS Productions and
Sony Pictures Entertainment Inc. that 2JS Productions will have sufficient funds
available to finance the Offer in full including the consideration due under the
Sale and Purchase Agreement.

14.   City Code on Takeovers and Mergers and the Dutch Financial Supervision Act

As 2waytraffic is a company incorporated under the laws of The Netherlands and
is not admitted to trading on a UK regulated market, the Offer does not fall
within the auspices of the City Code and is outside the jurisdiction of the
Panel.

As 2waytraffic is not listed on a regulated market, the Offer does not fall
within the auspices of the Dutch Financial Supervision Act and is outside the
jurisdiction of the Dutch Financial Markets Authority.

15.   Compulsory acquisition

(a)   Squeeze-Out procedure

Upon the Offer becoming or being declared wholly unconditional, and provided
that 2JS Productions has acquired 95 per cent. or more of the issued ordinary
share capital of 2waytraffic, 2JS Productions reserves the right to initiate a
squeeze-out procedure ("uitkoopprocedure") in accordance with article 2:92a of
the Dutch Civil Code (Statutory Squeeze-Out) or the takeover buy-out procedures
in accordance with the proposed article 2:359c of the Dutch Civil Code (Takeover
Squeeze-Out) in order to acquire the remaining 2waytraffic Shares not held by
2JS Productions (or any other member of the 2JS Productions Group).

(b)   Legal Merger

As an alternative to the Statutory Squeeze-Out arrangements set out above, and
provided that the Offer becomes or is declared wholly unconditional, 2JS
Productions may, by simple majority at a general meeting of 2waytraffic
Shareholders vote to effect a legal merger ("juridische fusie") in accordance
with article 2:309 of the Dutch Civil Code (Legal Merger), between either 2JS
Productions or any other member of the 2JS Productions Group, and 2waytraffic.

If a Legal Merger is effected and 2JS Productions or any other member of the 2JS
Productions Group is the surviving entity and 2waytraffic the disappearing
entity, 2waytraffic Shareholders who have not tendered their 2waytraffic Shares
under their Offer will become, by operation of law, shareholders in the
surviving entity, alongside 2JS Productions, or any other member of the 2JS
Productions Group, as the case may be. After a Legal Merger is effected 2JS
Productions may initiate a Statutory Squeeze-Out or a Takeover Squeeze-Out
procedure, in order to obtain any shares in the surviving entity not held by 2JS
Productions or any other member of the 2JS Productions Group.

(c)   Other possible measures

If, following the Offer becoming or being declared wholly unconditional, the
listing of 2waytraffic Shares on AIM is terminated in accordance with paragraph
16 below, 2JS Productions may decide to convert 2waytraffic into a private
limited liability company ("besloten vennootschap met beperkte
aansprakelijkheid"), in accordance with the laws of The Netherlands and
2waytraffic's articles of association.

In addition, 2JS Productions reserves the right, after the Offer has become or
is declared wholly unconditional, to submit proposals to the 2waytraffic
Shareholders in order to alter the company structure and the capital structure
of 2waytraffic and/or to achieve an optimal financial or other structure,
including further amendments to 2waytraffic's articles of association, a
liquidation, a demerger ("splitsing"), as specified in article 2:334a of the
Dutch Civil Code or a sale of all or substantially all of the assets of
2waytraffic, which may or may not be followed by a distribution of proceeds to
the 2waytraffic Shareholders, in accordance with the laws of The Netherlands and
2waytraffic's articles of association. Also, 2JS Productions and 2waytraffic
reserve the right for 2JS Productions to contribute assets to 2waytraffic
against the issuance of shares in the capital of 2waytraffic, in which case the
pre-emptive rights ("voorkeursrecht") of other 2waytraffic Shareholders will be
excluded. Distributions may take the form of a distribution out of reserves, an
interim dividend or a liquidation distribution. Any such measures or
distributions may be implemented to align the corporate, tax and financing
structure of 2waytraffic with the requirements of the 2waytraffic Group and the
2JS Productions Group combined.

Finally, after the Offer has become or is declared wholly unconditional, 2JS
Productions reserves the right to conduct any other legal measures which may be
effected in accordance with the laws of The Netherlands and other applicable
laws from time to time in order for 2JS Productions to acquire all the
outstanding 2waytraffic Shares (such legal measures, together with the Legal
Merger, Squeeze-Out, and other possible measures specifically set out above,
collectively the Post Offer Actions). Any Post Offer Actions will be structured
and implemented, taking into account relevant circumstances and applicable laws
and regulations.

The 2waytraffic Shareholders should be aware that 2waytraffic may not pay
dividends in the future.

16.   Delisting

Upon the Offer becoming or being declared wholly unconditional, 2JS Productions
will procure the making of an application by 2waytraffic to the London Stock
Exchange for the admission of the 2waytraffic Shares to be cancelled and for the
2waytraffic Shares to cease to be admitted to trading on AIM. It is anticipated
that such cancellation of trading will take effect no earlier than 20 Business
Days after the Offer becomes or is declared wholly unconditional.

The cancellation of the listing of 2waytraffic Shares will significantly reduce
the liquidity and marketability of any 2waytraffic Shares in respect of which
acceptances of the Offer are not submitted. In addition, 2JS Productions may
initiate any of the procedures as set out in paragraph 15 including procedures
which would result in the delisting of the 2waytraffic Shares in respect of
which acceptances of the Offer have not been submitted.

17.   Further Information

The Offer Document, and, for 2waytraffic Shareholders holding their 2waytraffic
Shares in registered form, the Form of Acceptance, will be posted to 2waytraffic
Shareholders shortly.

The Offer will be made subject to the conditions and on the terms contained in
this Announcement and on the further terms and conditions to be set out or
referred to in the Offer Document and, in respect of 2waytraffic Shares in
registered form, the Form of Acceptance. 

18.   Recommendation

The 2waytraffic Directors, who have been so advised by their financial advisors,
Investec, consider the terms of the Offer to be fair and reasonable. In
providing advice to the 2waytraffic Directors, Investec has taken into account,
both the terms on which the Founder Shares are to be sold pursuant to the Sale
and Purchase Agreement and the commercial assessments of the 2waytraffic
Directors. Accordingly, the 2waytraffic Directors unanimously recommend
2waytraffic Shareholders to accept the Offer and to vote in favour of the
Resolutions to be proposed at the EGM.

Enquiries:

2waytraffic

Chris Pye, Chairman Tel: [phone]

Kees Abrahams, CEO

Jeroen Tielens, CFO

Malcolm Gardner, Director, Corporate Development

Yvette Dore, Head of Press and PR

 

Jefferies, financial adviser to 2JS Productions and Sony Pictures Entertainment

Jonathan Norman Tel: + 44 207 029 8000

Zeph Sequeira

Jana Bakunina

 

Investec Investment Banking, NOMAD and broker to 2waytraffic

David Currie Tel: [phone]

Andrew Craig

Ben Poynter

Alexandra Calinikos

 

Oakley Capital, adviser to the Founder Shareholders

Chris Godsmark Tel: [phone]

 

Maitland, PR adviser to 2JS Productions and Sony Pictures Entertainment

Martin Leeburn Tel: [phone]

 

Financial Dynamics, PR adviser to 2waytraffic

Charlie Palmer Tel: [phone]

 

This Announcement does not constitute or form part of an offer for, or
solicitation of any offer for, or invitation to sell or purchase or subscribe
for any securities. The Offer will be made solely by means of the Offer Document
and, in respect of 2waytraffic Shares held in registered form, the Form of
Acceptance accompanying the Offer Document which will contain the full terms and
conditions of the Offer, including details of how it may be accepted.

This Announcement does not constitute or form part of an offer for, or
solicitation of any offer for, or invitation to sell or purchase or subscribe
for any securities. The Offer will be made solely by means of the Offer Document
and, in respect of 2waytraffic Shares held in registered form, the Form of
Acceptance accompanying the Offer Document which will contain the full terms and
conditions of the Offer, including details of how it may be accepted.

Jefferies is acting exclusively for 2JS Productions and Sony Pictures
Entertainment Inc. and no??one else in connection with the Offer and will not be
responsible to anyone other than 2JS Productions and Sony Pictures Entertainment
Inc. for providing the protections afforded to clients of Jefferies nor for
providing advice in relation to the Offer or any matter referred to in this
Announcement. Jefferies is authorised and regulated in the United Kingdom by the
Financial Services Authority.

Investec is acting exclusively for 2waytraffic and no??one else in connection
with the Offer and will not be responsible to anyone other than 2waytraffic for
providing the protections afforded to clients of Investec nor for providing
advice in relation to the Offer or any matter referred to in this Announcement.
Investec is authorised and regulated in the United Kingdom by the Financial
Services Authority.

The availability of the Offer to 2waytraffic Shareholders who are not resident
in the United Kingdom may be affected by the laws of the relevant jurisdiction
in which they are resident. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable requirements.

The Offer will not be made, directly or indirectly, in or into and will not be
capable of acceptance in or from Canada, Australia or Japan. In addition it is
not currently intended that the Offer will be made, directly or indirectly, in
or into, or by use of mails or any means or instrumentality (including, without
limitation, facsimile transmission, telephone or internet) of interstate or
foreign commerce of, or any facilities of a national securities exchange of, the
United States and it is not currently intended that the Offer will be capable of
acceptance by any such use, means, instrumentality or facility or from within
the United States. Accordingly, copies of this Announcement are not being, and
must not be, mailed or otherwise forwarded, distributed or sent in or into or
from the United States, Canada, Australia or Japan. Custodians, nominees and
trustees should observe these restrictions and should not send or distribute the
document in or into the United States, Canada, Australia or Japan.

All statements other than statements of historical fact included in this
Announcement may be "forward-looking statements". Forward-looking statements
include, without limitation, statements typically containing words such as
"intends", "expects", "anticipates", "targets", "estimates" and words of similar
import. By their nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will occur in the
future. There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by such
forward-looking statements. These factors include, but are not limited to, the
satisfaction of the conditions to the Offer, as well as additional factors, such
as changes in economic conditions, changes in the level of capital investment,
success of business and operating initiatives and restructuring objectives,
customers' strategies and stability, changes in the regulatory environment,
fluctuations in interest and exchange rates, the outcome of litigation,
government actions and natural phenomena such as floods, earthquakes and
hurricanes. Other unknown or unpredictable factors could cause actual results to
differ materially from those in the forward-looking statements. Neither 2JS
Productions nor 2waytraffic undertake any obligation to update publicly or
revise forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent legally required.

2JS Productions accepts no responsibility for the information contained in this
Announcement that relates to 2waytraffic or any associate thereof.

2waytraffic accepts no responsibility for the information contained in this
Announcement other than that which relates to 2waytraffic and the recommendation
of the Offer.


Appendix
CONDITIONS AND CERTAIN FURTHER TERMS
OF THE OFFER

PART A

Conditions of the Offer

1.    The Offer will be subject to the following conditions:

(a)   2JS Productions having acquired or agreed to acquire
(including by way of acceptance of the Offer) not less than 95 per cent (or such
lower percentage as 2JS Productions may decide) in nominal value of the
2waytraffic Shares by 3.00 p.m (London time) on the First Closing Date (or such
later date(s) as 2JS Productions may decide provided that no such date(s) shall
be later than the Longstop Date);

(b)   in so far as the Transaction requires approval pursuant to the
merger control, antitrust, competition, media or communications laws in any
jurisdiction without which completion of the Transaction would be unlawful or
otherwise prohibited or restricted either:

     (i)       all relevant Governmental Entities having:

     (A)       declined jurisdiction over the Transaction; or

     (B)       explicitly granted clearance at the first stage review of the
Transaction, either unconditionally or on conditions reasonably satisfactory to
2JS Productions; or

     (C)       through the expiry of time periods available for their
investigation, been deemed to have granted clearance; or

    (ii)       any applicable waiting periods under such laws having expired;

(c)  in so far as the Transaction requires approval pursuant to
the merger, control, antitrust, competition, media or communications laws in any
jurisdiction where completion is unlawful or prohibited prior to notification of
the Transaction but not prior to receipt of approval, (provided that reasonable
endeavours are made to submit the required notification), a complete
notification being submitted to the relevant Governmental Entity;

(d)               the Office of Fair Trading having indicated, in terms
reasonably satisfactory to 2JS Productions, that the Office of Fair Trading does
not intend to refer the Transaction or any matters arising from the Transaction
to the Competition Commission and either:

    (i)       whilst any of conditions 1(a)
or (b) to the Offer remain outstanding, no application for a review of any
decision taken by the Office of Fair Trading having been made; or

   (ii)       if earlier, all appropriate time
periods (including any extensions of such time periods) for any person to apply
for a review of any decision taken by the Office of Fair Trading having expired
or lapsed (as appropriate) without any such application for review having been
made;

(e)    since 31 December 2006 and except as disclosed in
2waytraffic's annual report and accounts for the year then ended or in
2waytraffic's unaudited consolidated financial statements for the six month
period ended 30 June 2007 or as otherwise publicly announced by 2waytraffic
prior to 13 March 2008 (by the delivery of an announcement to a Regulatory
Information Service) and save as otherwise disclosed fairly by or on behalf of
2waytraffic or any member of the 2waytraffic Group to 2JS Productions or any
member of the 2JS Productions Group or any of its or their advisors prior to 13
March 2008:

       (i)       there having been no adverse change
or deterioration in the business, assets, financial or trading positions or
profit or prospects of any member of the 2waytraffic Group which in any case is
Material in the context of the 2waytraffic Group taken as a whole;

      (ii)       no contingent or other liability of
any member of the 2waytraffic Group having arisen or become apparent or
increased which would adversely affect any member of the 2waytraffic Group to an
extent which in any case is Material in the context of the 2waytraffic Group
taken as a whole; and

     (iii)       no litigation, arbitration
proceedings, regulatory investigations, prosecution or other legal proceedings
to which any member of the 2waytraffic Group is or may reasonably be expected to
become a party (whether as plaintiff, defendant or otherwise) having been
threatened, announced, implemented or instituted by or against or remaining
outstanding against or in respect of any member of the 2waytraffic Group which
in any case would be Material in the context of the 2waytraffic Group taken as a
whole.

(f)                 since 31 December 2006 and except as disclosed in
2waytraffic's annual report and accounts for the year then ended or in
2waytraffic's unaudited consolidated financial statements for the six month
period ended 30 June 2007 or as otherwise publicly announced by 2waytraffic
prior to 13 March 2008 (by the delivery of an announcement to a Regulatory
Information Service) and save as otherwise disclosed fairly by or on behalf of
2waytraffic or any member of the 2waytraffic Group to 2JS Productions or any
member of the 2JS Productions Group or any of its or their advisors prior to 13
March 2008 2JS Productions not having discovered:

     (i)       that any financial or business or
other information concerning the 2waytraffic Group disclosed at any time by or
on behalf of any member of the 2waytraffic Group, whether publicly, to any
member of the 2JS Productions Group or its advisors or otherwise, is misleading
or contains any misrepresentation of fact or omits to state a fact necessary to
make any information contained therein not misleading and which was not
subsequently corrected before 13 March 2008 by disclosure either publicly (in
the event that such misleading information had been disclosed publicly) or
otherwise to 2JS Productions to an extent which in any case is Material in the
context of the 2waytraffic Group taken as a whole;

     (ii)       that any member of the 2waytraffic
Group is subject to any liability (actual or contingent) and which in any case
is Material in the context of the 2waytraffic Group taken as a whole; or

    (iii)       any information which affects the
import of any information disclosed at any time by or on behalf of any member of
the 2waytraffic Group to an extent which is Material in the context of the
2waytraffic Group taken as a whole;

(g) the Merger Agreement not having been terminated in accordance
with its terms.

2.  For the purpose of these conditions:

(a) Governmental Entity means, anywhere in the world, any supra
national, national or state government, any subdivision, court, administrative
agency or commission or other authority thereof, or any quasi governmental body
exercising any media or communications regulatory or competition authority;

(b) Material means in the reasonable opinion of 2JS Productions
reasonably likely to lead to a diminution in the EBITDA of the 2waytraffic Group
in any year following 13 March 2008 of (a) in the period up to the later of (i)
the First Closing Date and (ii) the date on which condition ??1(a) is satisfied,
Euro6,000,000; or (b) thereafter, Euro9,000,000;

(c) Merger Agreement means the agreement between 2JS Productions
and 2waytraffic dated 13 March 2008;

(d) Transaction means the proposed recommended acquisition of
2waytraffic by 2JS Productions to be effected by the Sale and Purchase Agreement
and the Offer.

3.  2JS Productions reserves the right to waive in
writing all or any of the above conditions, in whole or in part.

4.  Conditions 1(b) to ??1(g) (inclusive) must be
fulfilled, be determined by 2JS Productions to be or remain satisfied or (if
capable of waiver) be waived by midnight on the 81st calendar day following the
posting of the Offer Document failing which the Offer will lapse except that 2JS
Productions shall not lapse the Offer by invoking conditions ??1(e) or ??1(f)
unless and until either (i) 2waytraffic has agreed in writing in advance that
2JS Productions is entitled to invoke condition ??1(e) and/or condition ??1(f)
or (ii) the Expert decides that 2JS Productions is entitled to invoke condition
??1(e) or condition ??1(f) in accordance with the procedure set out below.

5.  2JS Productions shall be under no obligation to
waive (if capable of waiver), to determine to be or remain satisfied or to treat
as fulfilled any of conditions ??1(b) to ??1(g) (inclusive) by a date earlier
than the latest date specified above for the fulfilment of that condition,
notwithstanding that the other conditions of the Offer may at such earlier date
have been waived or fulfilled and that there are, at such earlier date, no
circumstances indicating that any condition may not be capable of fulfilment.
Further, the Offer shall not be capable of becoming unconditional in all
respects pending any determination by the Expert in accordance with the
following paragraph. For the avoidance of doubt, 2JS Productions shall be under
no obligation to agree to any divestiture or behavioural remedy in respect of
the Anti-trust Clearances.

6.  Any dispute between 2waytraffic and 2JS Productions
as to whether 2JS Productions is entitled to invoke conditions ??1(e) or ??1(f)
shall be determined by an independent expert in accordance with this paragraph
??6 (the Expert). If the parties are unable to agree on the appointment of an
Expert within three Business Days of either party serving details in writing of
a suggested expert on the other, the Expert shall be such internationally
recognised firm of accountants, as appointed by The Institute of Chartered
Accountants in England and Wales at the request of either party. The Expert
shall have access to all accounting records or other relevant documents of the
2waytraffic Group which it requests for the purposes of its determination,
subject to any existing confidentiality provisions. The Expert is required to
prepare a written decision and give notice (including a copy) of the decision to
both parties within a maximum of ten Business Days of the matter being referred
to it. The Expert shall act as an expert and not as an arbitrator, and the
Expert's written decision on the matters referred to it shall be final and
binding in the absence of manifest error or fraud. The Expert's fees and
expenses shall be borne by the parties equally or in such other proportions as
the Expert shall direct.

 

                                     PART B                                     

 

Certain Terms of the Offer

The 2waytraffic Shares which are the subject of the Offer will be acquired by
2JS Productions fully paid, with full title guarantee and free from all liens,
equitable interests, mortgages charges, encumbrances, rights of pre-emption and
any other third party rights or interests of whatever nature and together with
all rights attaching thereto, including without limitation, all voting rights
and the right to receive and retain all dividends, distributions, and other
returns of capital (if any), declared, made or paid in respect of 2waytraffic
Shares on or after the date of this Announcement.

The Offer will be governed by the laws of England and Wales (notwithstanding
that the transfer of shares in a Dutch company will also be subject to Dutch
law), the rules and regulations of the FSA, the London Stock Exchange and the
AIM Rules and will be subject to the jurisdiction of the courts of England and
Wales.

 

If the Offer lapses, the Offer will cease to be capable of further acceptance
and 2JS Productions and the accepting 2waytraffic Shareholders will cease to be
bound by acceptances submitted at or before the time when the Offer so lapses.

 

There shall be no right to withdraw an acceptance of the Offer once made.

                                                                                

                                     PART C                                     

 

BASES OF CALCULATIONS AND SOURCES OF INFORMATION

 

(a) The value attributed to the existing issued ordinary share
capital of 2waytraffic is based upon the 130,621,002 2waytraffic Shares in issue
on 12 March 2008 (being the latest practicable date prior to the publication of
this Announcement).

(b) 2waytraffic Share prices have been derived from the London
Stock Exchange's website and represent the closing middle market prices on the
relevant date.

(c) References to a percentage of 2waytraffic Shares are based on
the number of 2waytraffic Shares in issue as set out in paragraph (a) above.

(d) All references to revenue, EBITDA, Normalised EBITDA,
normalised profits, net financial income, net debt, gross assets and other
financial results or positions of 2waytraffic for the year ended 31 December
2007 have been extracted from the 2waytraffic's unaudited management accounts to
the year ended 31 December 2007,



DEFINITIONS

The following definitions apply throughout this Announcement unless the context
requires otherwise.
2JS Productions                2JS Productions B.V., a wholly??owned group   
                               company of Sony Pictures Entertainment Inc;   

2JS Productions Group          2JS Productions and its subsidiaries and      
                               subsidiary undertakings;                      

2waytraffic                    2waytraffic N.V., a company registered in The 
                               Netherlands with company number 32099652;     
2waytraffic Board              the board of directors of 2waytraffic;        
2waytraffic Group              2waytraffic and its subsidiaries and          
                               subsidiary undertakings;                      
2waytraffic Shareholders       holders of 2waytraffic Shares;                
2waytraffic Shares             includes:                                     
                                                                             
    (i)  the existing unconditionally allotted or      
         issued and fully paid ordinary shares of Euro0.01
         each in the capital of 2waytraffic; and       
                                                                             
   (ii)  any further ordinary shares of Euro0.01 each in  
         the capital of 2waytraffic which are          
         unconditionally allotted or issued and fully  
         paid before the date on which the Offer closes
         or before such earlier date as 2JS Productions
         may determine not being earlier than the date 
         on which the Offer becomes or is declared     
         unconditional as to acceptances,              
         and for the avoidance of doubt shall include, 
         in respect of 2waytraffic Shares represented  
         by depositary interests, such depositary      
         interests, save for where the contrary is     
         expressed or the context requires otherwise; 
 
Acceptance Condition           the condition set out in clause 1(a) Part A of
                               the Appendix;                                 
                                                                             
                                                                             
                                                                             
Acquisition                    the proposed acquisition by 2JS Productions of
                               the entire issued and to be issued ordinary   
                               share capital of 2waytraffic by way of the    
                               Sale and Purchase Agreement and the Offer;    
                                                                             
                                                                             
                                                                             
AIM                            AIM, a market operated by the London Stock    
                               Exchange in the United Kingdom                
Alternative Proposal           an offer or proposal for the making of an     
                               acquisition of or an offer for all or any of  
                               the issued shares in the capital of           
                               2waytraffic or for the whole or any material  
                               part of the undertaking, business or assets   
                               of the 2waytraffic Group or a legal merger    
                               or demerger involving 2waytraffic or          
                               re-capitalisation of 2waytraffic;             
Announcement                   the public announcement by the 2JS Productions
                               Board and the Directors of 2waytraffic in     
                               relation to the Offer made today              
Anti-trust Clearances          any approvals, clearances or other forms of   
                               consent or non-objection (including, without  
                               limitation, the expiry of all applicable      
                               waiting and other time periods (including any 
                               extensions thereof)) required to satisfy the  
                               anti-trust conditions of the Offer being      
                               conditions 1(b),(c) and (d);                  
Atharva Investments            Atharva Investments II B.V., a company        
                               controlled and indirectly owned by Henk       
                               Keilman;                                      
Australia                      the Commonwealth of Australia, its territories
                               and possessions;                              
Business Day                   any day other than a Saturday or a Sunday when
                               banks generally are open in London and The    
                               Netherlands for general banking business;     
Canada                         Canada, its provinces and territories and all 
                               areas under its jurisdiction and political    
                               sub-divisions thereof;                        
City Code                      the UK City Code on Takeovers and Mergers;    
Closing Price                  the closing middle market quotation of a      
                               2waytraffic Share as derived from the London  
                               Stock Exchange's website;                     
CREST                          the relevant system (as defined in the        
                               Regulations) in respect of which Euroclear    
                               is the Operator (as defined in the            
                               Regulations);                                 
Deed Poll                      the deed poll entered into and executed by the
                               Depositary on 22 March 2006 in favour of the  
                               holders of the depositary interests;          
Depositary                     Computershare Company Nominees Limited;       
depositary interests           the de-materialised depositary interests (i.e.
                               in CREST) issued by the Depositary which      
                               represent 2waytraffic Shares and which are    
                               issued pursuant to the terms of the Deed Poll;
Directors of 2waytraffic or    the directors of 2waytraffic or the board of  
2waytraffic Directors          directors of 2waytraffic, as the context      
                               dictates;                                     
Enlarged Group                 the 2JS Productions Group as enlarged by the  
                               Acquisition;                                  
Euro, EUR or Euro                 Euro, the lawful currency of the European     
                               Monetary Union;                               
Extraordinary General Meeting  the extraordinary general meeting of          
or EGM                         2waytraffic to be convened to vote on the     
                               Resolutions and any adjournment thereof;      
                                                                             
                                                                             
                                                                             
First Closing Date             the date which is 21 days after the posting of
                               the Offer Document;                           
Financial Services Authority   the United Kingdom Financial Services         
or FSA                         Authority;                                    
Form or Form of Acceptance     the form of acceptance, election and authority
                               relating to the Offer accompanying the Offer  
                               document, which may only be completed by      
                               holders of 2waytraffic Shares in registered   
                               form;                                         
Founder Shares                 the 2waytraffic Shares held by Atharva        
                               Investments and Grupo Contenidos as at the    
                               date of the Sale and Purchase Agreement;      
Founder Shareholders           holders of the Founder Shares as at the date  
                               of the Sale and Purchase Agreement;           
Grupo Contenidos               means Grupo Contenidos B.V., a company        
                               controlled by Kees Abrahams, Unico Glorie and 
                               Taco Ketelaar;                                
Investec                       Investec Bank (UK) Limited;                   
Japan                          Japan, its cities, prefectures, territories   
                               and possessions;                              
Jefferies                      Jefferies International Limited;              
London Stock Exchange          London Stock Exchange plc;                    
Longstop Date                  81 calendar days following the posting of the 
                               Offer Document;                               
Merger Agreement               the merger agreement entered into by 2JS      
                               Productions and 2waytraffic dated 13 March    
                               2008;                                         
                                                                             
Mobile Content                 media products for use on mobile devices,     
                               including games, wallpaper, ringtones, video  
                               clips, mobile television and music downloads; 
                                                                             
                                                                             
                                                                             
Normalised EBITDA              the 2waytraffic Group operating results after 
                               adjusting for impairment charges,             
                               restructuring costs, share option costs,      
                               depreciation and amortisation;                
                                                                             
                                                                             
                                                                             
Offer                          the recommended offer to be made by 2JS       
                               Productions to acquire all of the 2waytraffic 
                               Shares (except for those Founder Shares which 
                               are to be acquired pursuant to the Sale and   
                               Purchase Agreement) on the terms and subject  
                               to the conditions to be set out in the Offer  
                               Document including, where the context so      
                               requires, any subsequent revision, variation, 
                               extension, or renewal of such Offer;          
Offer Document                 the document containing the Offer;            
Offer Price                    108 pence per 2waytraffic Share;              
Overseas Shareholders          2waytraffic Shareholders (or nominees of, or  
                               custodians or trustees for 2waytraffic        
                               Shareholders) not resident in or citizens of  
                               the UK;                                       
Panel                          the UK Panel on Takeovers and Mergers;        
pounds sterling, £ or pence    the lawful currency of the United Kingdom;    
registered or registered form  a share or other security which is not in     
                               de-materialised form (i.e. not in CREST) but  
                               is held by virtue of the name of a shareholder
                               appearing on the register of shareholders;    
Regulations                    the Uncertificated Securities Regulations 2001
                               (SI 2001 No. 3755);                           
Resolutions                    the resolutions to be proposed at the EGM ;   
                                                                             
                                                                             
                                                                             
Sale and Purchase Agreement    the conditional sale and purchase agreement   
                               entered into between 2JS Productions, CPT     
                               Holdings Inc, Atharva Investments, Grupo      
                               Contenidos, Kees Abrahams and Taco Ketelaar on
                               13 March 2008 in relation to the sale and     
                               purchase of the Founder Shares;               
SBS                            SBS Broadcasting Europe B.V. and its          
                               subsidiaries and subsidiary undertakings;     
                                                                             
                                                                             
                                                                             
Sony Pictures Entertainment    Sony Pictures Entertainment Inc., a company   
Inc.                           registered under the laws of the State of     
                               Delaware with company number 2007060;         
The Netherlands                the Kingdom of the Netherlands;               
                                                                             
                                                                             
                                                                             
United Kingdom or UK           the United Kingdom of Great Britain and       
                               Northern Ireland; and                         
United States of America or    the United States of America, its territories 
United States or US            and possessions, any state of the United      
                               States and the District of Columbia.          

 

All references to legislation are to English legislation unless the contrary is
indicated. Any reference to any provision of any legislation shall include any
amendment, modification, re??enactment or extension thereof.

Words importing the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or neutral gender.

For the purposes of this Announcement, subsidiary, subsidiary undertaking and
parent undertaking have the respective meanings given to them by the Companies
Act 1985 (but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the
Companies Act 1985) and substantial interest means the direct or indirect
interest of twenty (20) per cent. or more of the equity share capital (as
defined in the Companies Act 1985) of any undertaking.

Terms defined in the CREST manual shall, unless the context otherwise requires,
bear the same meanings where used in this Announcement.

 



                      This information is provided by RNS
            The company news service from the London Stock Exchange

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