SONY PICTURES ENTERTAINMENT MAKES OFFER TO ACQUIRE 2WAYTRAFFIC

LONDON (Thomson Financial) - 2waytraffic NV said it is recommending a 108 pence per share cash offer from Sony Pictures Entertainment Inc's unit 2JS Productions BV.

The offer price represents a premium of about 46.9 pct to the March 7 closing price.

The AIM listed interactive media content provider said the offer will be effected through a sale and purchase agreement under which 2JS has agreed to buy a 54 pct founders share stake and will make a public offer for the balance of shares in the company.

The offer values the whole of 2waytraffic at up to 137.5 mln stg.

Under the sale and purchase agreement, the purchase price agreed in respect of the founder shares held by Atharva Investments and Grupo Contenidos would be 80 pence and 60 pence per 2waytraffic share, respectively. Grupo Conentidos, a company controlled by Kees Abrahams, Taco Ketelaar and Unico Glorie, will then also be able to benefit from a performance-related earn-out arrangement for a total potential payment of up to 109 pence per share.

2waytraffic also issued a trading update today saying that despite a challenging 2007, it expects to report about 29 mln eur unaudited underlying normalised EBITDA for the year to end-Dec 2007. It said net debt at the end of 2007 amounted to about 70 mln eur. TFN.newsdesk@thomson.com yos/yos/ukn/slm

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