Offer update - Recommended cash offer by 2JS Productions B.V.
(a wholly-owned group company of Sony Pictures Entertainment Inc.)
by 2waytraffic N.V.
On 13 March 2008, 2JS Productions B.V. (“2JS Productions”) announced the terms of a cash offer for the entire issued and to be issued share capital of 2waytraffic N.V. (“2waytraffic”), which was recommended by the board of 2waytraffic. In the offer document dated 19 March 2008 (the “Offer Document”), 2JS Productions stated that 2waytraffic Shareholders holding approximately 61.0 per cent. of the existing issued share capital of 2waytraffic had agreed to sell their 2waytraffic Shares to 2JS Productions.
2waytraffic has been notified that 2JS Productions has received commitments to accept the Offer and valid acceptances of the Offer in respect of 89,543,771 2waytraffic Shares. 2JS Productions has also notified 2waytraffic that it has made market purchases of 9,355,000 2waytraffic Shares on 1 April 2008. 2JS Productions therefore owns, or has received commitments or valid acceptances in respect of, 98,898,771 2waytraffic Shares representing in aggregate approximately 75.7 per cent. of the existing issued share capital of 2waytraffic.
Procedures to accept the Offer
If 2waytraffic Shareholders wish to accept the Offer in respect of 2waytraffic Shares in registered form (i.e. not represented by depositary interests in CREST), they should sign, complete and return the Form of Acceptance in accordance with the instructions printed on it so as to be received by the Receiving Agent by post to Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH, United Kingdom or by hand (during normal business hours) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE, United Kingdom, as soon as possible and in any event so as to be received by no later than 1.00 p.m. (GMT) on 9 April 2008.
For 2waytraffic Shareholders whose shareholding is represented by depositary interests (i.e. in CREST) and who wish to accept the Offer, their acceptance should be made electronically through CREST so that the TTE instruction settles by no later than 1.00 p.m. (GMT) on 9 April 2008.
If 2waytraffic Shareholders are in any doubt as to the procedures for acceptance, they should telephone the Receiving Agent on 0870 707 1708 (from within the UK) or +44 870 707 1708 (from outside the UK). The full terms and conditions of the Offer and further details of the acceptance procedures are included in the Offer Document.
CEO Investec Ben Poynter Tel: +44 (0) 20 7597 5117
Terms defined in the Offer Document shall, unless the content otherwise requires, have the same meaning in 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 is being 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 contain the full terms and conditions of the Offer, including details of how it may be accepted.
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 Offer is not being 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 this announcement in or into the United States, Canada, Australia or Japan.
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