Hilversum, 13 June 2006 2 Way Traffic N.V. Acquisition of Emexus Group B.V.
2 Way Traffic N.V. (“2waytraffic”), the international developer and exploiter of interactive content, announces today the acquisition of leading mobile solutions provider, Emexus Group B.V. (“Emexus”), for an initial consideration of €8m and a deferred consideration of up to €3m, subject to shareholder approval. The acquisition is an important step in 2waytraffic’s mobile strategy that will provide the Company with a strong technology platform, enhanced mobile content applications, and a number of additional highly skilled, internationally experienced employees.
Emexus provides its services to over 100 companies and is active in 18 countries worldwide. The company generates revenues for its partners by providing a technology platform for content aggregation and delivering services and applications in the fields of mobile marketing, mobile entertainment and mobile internet. The company is headquartered in Almere, The Netherlands, and has offices in New York, Kuala Lumpur and Kiev. In the year to 31 December 2005, Emexus generated unaudited net revenues of €2.7m, net profits of €0.7m and had unaudited gross assets at 31 December of €4.1m.
The acquisition of Emexus is consistent with 2waytraffic’s strategy of playing an active role in the consolidation of the interactive content value chain by extending its mobile offering vertically ensure that the Group is well placed to exploit the interactive content opportunities that the next generation of mobile technology will provide. Emexus’ technical expertise and established marketing and distribution platform fit perfectly with 2waytraffic’s mobile content and entertainment services.
Emexus is a key supplier of mobile services to 2waytraffic and the acquisition represents a strengthening of that relationship. The two companies also have a complementary geographical footprint that will extend the Group’s network across Europe, Northern America and South East Asia. In addition, Emexus’ existing corporate clients will benefit from being part of a larger group as they will have access to 2waytraffic’s wider portfolio of interactive content, services and products. The Directors believe that the acquisition will be earnings enhancing in the first full year of acquisition.
The initial consideration is to be made up of €6m in cash and €2m in shares payable on completion. The deferred consideration of up to €3m is payable over the next three years based upon Emexus achieving certain performance criteria and will be payable in either cash or shares or both at the sole discretion of the Company.
Commenting on the acquisition Kees Abrahams, Chief Executive Officer of 2waytraffic said: “Emexus is highly complementary to our own business and will add a wealth of international expertise, experience and market knowledge in the mobile content space, as well as extending our international distribution network. 2waytraffic specialises in providing high quality interactive content. The Emexus team are experts in the enabling technology that not only delivers the mobile content but also enhances it by providing the interactivity that our subscribers want. The combination of content and technology will allow us to reach a worldwide mass audience in the rapidly developing mobile market”.
CEO and co-founder of Emexus Louis Kinsbergen adds: “Mobile entertainment is one of the biggest volume drivers in the mobile market. In the past 6 years we have successfully created a mobile content distribution platform with global reach that forms a solid basis to benefit from the future growth of the industry. With the advent of the new generation mobile networks and devices, the mobile content horizon will be broadened as well as the possibilities for synergy with channels like television and internet. 2waytraffic and Emexus are well positioned for these developments. The combination of creativity and technology also offers new possibilities for our corporate clients to interact with consumers”.
2waytraffic will tomorrow send a circular to shareholders convening an EGM to vote on the acquisition of Emexus on 30 June 2006.