2waytraffic agrees to takeover by Sony

LONDON (Reuters) - Dutch media content provider 2waytraffic N.V. TWT.L said on Thursday it had agreed a 108 pence-a-share cash offer from Sony Pictures (6758.T), valuing the firm at up to 137.5 million pounds ($276.9 million).

The company, which owns the popular television quiz show "Who Wants To Be A Millionaire?", said the offer price was a 47 percent premium to the closing share price on the last business day before it said it was in talks.

The deal will make millions for 2waytraffic's four founders -- former employees of Dutch media giant Endemol EML.AS, developer of the Big Brother reality television format.

On top of the 108 pence-a-share offer, which values the company at 114.3 million pounds, the quartet will be granted another 23.2 million pounds in earn-out agreements if they stay on until 2011.

"In the relatively short trading history of 2waytraffic we are proud of our growth and accomplishments ... The combination (with Sony) would allow us to further accelerate its growth strategy," Chief Executive and co-founder Kees Abrahams said in a statement.

The company floated on London's junior market AIM in April 2006, buying the "Who Wants To Be A Millionaire?" format for around 100 million pounds in December that year.

However, it struggled last year as its interest in so-called participation TV, or competitions where viewers are asked to enter by calling premium rate phone lines, exposed it to a series of scandals in the UK and Europe.

It issued a profit warning in August, but on Thursday said that despite a challenging year, it expects to report earnings before interest, tax, depreciation and amortization (EBITDA) of around 29 million euros ($44.55 million), up from 6 million euros in 2006.

Sony Pictures is a unit of Tokyo electronics giant Sony.

(Reporting by John Bowker; Editing by Erica Billingham)