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Sony, 2way takeover deal confirmed

Holland-based Who Wants to be a Millionaire? owner 2waytraffic has this morning confirmed it has agreed takeover terms with Sony Pictures Entertainment (SPE) and is recommending to shareholders an all-cash offer valuing it at £137.5m (US$280m).

Following C21’s story of its takeover deal with Sony yesterday, 2waytraffic told investors that it had agreed terms with the US studio for all of its issued oridnary shares, under a deal going via SPE’s Dutch unit 2JS Productions, Grupo Contenidos, Atharva Invetsments and CPT Holdings.

Atharva is the investment vehicle of 2way co-founder Henk Keilman and Grupo Contenidos is controlled by the company’s other three co-founders, Unico Glorie, Taco Ketelaar and Kees Abrahams. The trio are also covered by a three-year earn-out deal that will deliver more cash if certain performance targets are met by 2way.

SPE is bidding an initial £114.3m for the company that not only owns the Millionaire format but also others such as You Are What You Eat, Take It Or Leave It, Brainiest and That’s The Question, which came via its acquisitions of Celador International and Intellygents.

The deal sees 2JS obtaining 54% of 2way from its founding partners, with Atharva getting 80p per share and Grupo Contenidos 60p, and the rest via a public offer. Under that offer, 2way’s public shareholders will get 108p per share, a premium of 47% of the closing price of 73.5p before the takeover bid went public last week.

So far, shareholders representing some 59% of 2way’s shares, including the four founders, have agreed to the Sony takeover deal.

“We believe the offer provides shareholders with good value today in cash without exposure to the inherent risks of pursuing this growth strategy as an independently listed company,” said 2way CEO Abrahams.

“The combination of 2waytraffic and Sony Pictures Entertainment would allow us to further accelerate our growth strategy to become a leading producer and distributor of TV formats and interactive content across multiple platforms.”

Explaining SPE’s interest in 2way, SPE chairman and CEO Michael Lynton said: “We would have the opportunity to expand our access to new content and increase our interactive and distribution capabilities around the world. This would speed up the growth of our light entertainment business.”

While Sony Pictures Television has plenty of light entertainment formats on its books, such as Wheel of Fortune and Jeopardy!, they are rather long in the tooth and the company would certainly benefit from the new, interactive formats that 2way owns.

Sony’s international arm, SPTI’s expansion into the light entertainment business has already seen it acquire rights to newer shows like CBS’s quizzer Power of 10 and Japanese reality show Dragons’ Den. The company also bought into Dutch format firm Tuvalu Media last December.

The company also has a 15% stake in Elisabeth Murdoch’s UK indie Shine, which last month completed its US$200m acquisition of US producer-distributor Reveille, and also owns UK indies Kudos, Firefly and Princess Productions.

“2waytraffic and SPE, working together, would bring an exciting array of new and classic formats to our television clients around the world. Our combined expertise in production, distribution and interactive applications gives us distinct and enhanced opportunities in television markets around the world,” explained SPTI president Michael Grindon.

Today’s news ends a short but intense spell of speculation over who would snap up 2way, after the demise of the European call-TV market halved its share price from a high of 145p. Companies including Magnolia TV and former Endemol France boss Stéphane Courbit were linked to those takeover talks in the past few days.


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