TWO WAY TV MERGER TO FORM TWO WAY TV (US)

INTERACTIVE Network and TWIN Entertainment, the joint-venture company owned equally by Interactive Network and London-based Two Way TV, are to be merged to form Two Way TV (US).
After closing of the transaction, the stock of Interactive Network will continue to be quoted on the over-the-counter Bulletin Board under the name of Two Way TV (US).
In the proposed transaction, Interactive Network will be merged into TWIN Entertainment, who will change their name to Two Way TV (US).
Two Way TV will own 45 per cent of Two Way TV (US), on a fully-diluted basis.
At closing, Two Way TV are to grant an exclusive license in the United States and Canada to Two Way TV (US), to all of the Two Way TV games, technologies and patents. In addition, at closing, Two Way TV (US), are to grant an exclusive license to Two Way TV outside of the United States and Canada to their patents.
Under the terms of the agreement, Two Way TV will obtain a majority of the Two Way TV (US), Board seats after closing.
The agreement is subject to Interactive Network shareholders approval and the fulfilment of certain other terms and conditions, including finalising certain material commercial arrangements with third parties, as well as the fulfilment of the necessary legal and regulatory processes. (CD)