Hilversum, 10 July 2006 Acquisition of Intellygents B.V. strengthens 2waytraffic’s prime time TV offer
2 Way Traffic N.V. (“2waytraffic” or “the Company”), the international developer and exploiter of interactive content, announces today the acquisition of the successful creative concept developer Intellygents B.V. (“Intellygents”), for an initial consideration of 5 million and a deferred consideration dependent upon the financial performance of Intellygents in the three years to 31 December 2009. This acquisition is subject to shareholder approval. The acquisition provides 2waytraffic with access to a high quality content library and successful, well regarded content developers with which to progress the Company’s strategy to fully exploiting its key skill sets in prime time television.
Intellygents is a creative company which develops intelligent entertainment concepts for the game and quiz, light entertainment and reality TV markets. In addition to tailor-made format creation, the company provides consultancy services to its clients, which include Endemol International B.V., TWI Ltd. and Rai Uno. Two top creative executives, Mark van Berkel and Kirsten van Nieuwenhuijzen, founded the company in 2002 and since then have been instrumental in the development of many highly successful formats for the domestic and international television market.
Intellygents’ international breakthrough came in 2004 with the daily game show That’s the Question!, which is successfully aired in the Netherlands (NL1), Switzerland (TSR) and France (TV5). Pilots of the daily game show are in production for the USA and Poland. The daily prime time quiz show Take It or Leave It is its most recent television success and, when first aired on the Italian television channel RAI last summer, the programme achieved some of Italy’s highest ratings with 5.5 million daily viewers. Take it or Leave It has just been launched in the Netherlands (NL2) and will air in the UK on ChallengeTV later this year. Pilots of the show are planned in France for TF1, in Spain for TeleCinco, in Germany for RTL.
In the year to 31 December 2005, Intellygents generated unaudited net revenues of 0.5 million, profit before taxation of 0.2 million, and had unaudited gross assets at 31 December 2005 of 0.3 million.
The acquisition of Intellygents is consistent with 2waytraffic’s strategy of extending its prime time content offering as well as developing its creative skill sets not only for television purposes, but also for the purpose of creating new (interactive) concepts for advertisers to reach their consumers. In addition, Intellygents’ existing international client base and network will provide opportunities for 2waytraffic to exploit its growing format library and its other product offerings.
The initial consideration of 5 million is payable in cash and the deferred consideration is dependent upon Intellygents achieving certain performance criteria in the three years to 31 December 2009. The deferred consideration will be payable in annual instalments and will be payable in either cash or shares or both at the sole discretion of 2waytraffic.
Commenting on the acquisition Kees Abrahams, Chief Executive Officer of 2waytraffic said: “With Intellygents we acquire a company with the same ambitions and aspirations. We are both idea-led companies, trading in intellectual property and expertise. Creativity and content are the backbone of our business and Intellygents’ proven creative strengths and formats of Intellygents will contribute greatly to 2waytraffic’s ambitious growth plans.”
Commenting on the acquisition Kirsten van Nieuwenhuijzen, Chief Executive Officer of Intellygents said: “We are very happy joining the 2waytraffic team and think the strength and know how of 2waytraffic, especially in relation to interactive concepts, combined with our successful television formats and other content will make a winning team in this ever changing industry.”
2waytraffic will shortly send a circular to shareholders convening an EGM to vote on the acquisition of Intellygents.