Hilversum, 1 December 2006 2 Way Traffic N.V. (“2waytraffic” or the “Company”) Proposed Acquisition of the worldwide rights to “Who Wants To Be A Millionaire?” and Celador International, including its format catalogue, Placing and re-admission to AIM.
2waytraffic, the interactive content developer and exploiter, today announces that it has conditionally agreed to acquire the entire issued share capitals of Complete Communications Corporation Limited (“CCCL”), Knight Whitehill Productions Limited and The River Studio Limited, (the “Target Group”), which owns the business, assets and rights to ‘‘Who Wants To Be A Millionaire?’’ (‘‘WWTBAM’’) for an initial consideration of £106 million, deferred earnout consideration payable in shares of between £1.5 million and £5.5 million, together with further payments described below.
Transaction Highlights:
Acquisition of the companies which own the business, assets and rights to ‘‘Who Wants To Be A Millionaire?’’, including the format library of Celador International Limited (“CIL”)
Initial consideration of £106 million, financed by £60 million term loan facility from Royal Bank of Scotland (“RBS”), £10 million of the Company’s existing cash resources, £6 million of consideration shares and the balance (including fees) through a £38 million Placing fully underwritten by Investec.
CIL catalogue of approximately 30 formats including “You Are What You Eat”, “Brainiest” and “Mr & Mrs”
Deferred earnout consideration for CIL payable in shares of between £1.5 million and £5.5 million
Target Group adjusted EBITDA for the 9 months to 30 June 2006 of £11.4 million on revenues of £22.0 million. Current trading in line with Target Group’s expectations
Acquisition rationale
Well established international format business operating in 39 countries and with multiple revenue streams
Provides access to over 30 high profile Broadcasters with whom the Company can leverage 2waytraffic’s existing business
Potential for further substantial interactive and ancillary exploitation of WWTBAM and other formats including participation TV
Significantly increases 2waytraffic’s international profile and UK presence
Additional WWTBAM organic growth opportunities
EGM to approve the reverse takeover on 18 December 2006
Expected date of re-admission of Enlarged Share Capital 20 December 2006
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