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Filed by Media Metrix, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Jupiter Communications, Inc.
Commission File No. 000-27537
Q & A [MEDIA METRIX LOGO] [JUPITER LOGO]
EMPLOYEES
Media Metrix, the leader in Internet Measurement, and Jupiter Communications,
the worldwide authority on Internet Commerce, will merge to create the global
leader in Internet Information Services. This combination redefines the
landscape of Internet research and creates the preeminent source for Internet
measurement, analysis, events and advice.
Q. WHY ARE JUPITER AND MEDIA METRIX MERGING?
A. Media Metrix and Jupiter have identified several important benefits that will
provide value for clients, employees and shareholders. The merger will create
the undisputed leader in Internet Information Services, with a combined product
portfolio that will provide businesses with the most comprehensive suite of
resources to understand and profit from the Internet. The companies' common
vision, unique intellectual resources, proven research methodologies and
seasoned management team will establish the ultimate platform to launch new
business initiatives that anticipate and meet the accelerating demand for
insight into emerging markets, untapped regions, new technologies, and
future industries.
Q. HOW WILL JUPITER AND MEDIA METRIX WORK TOGETHER TO REALIZE THE BENEFITS OF
THE MERGER?
A. The merged company brings together unique assets including world-class,
innovative and market-leading products, services, research methodologies and,
most importantly, people. The companies will leverage these assets by pursuing
cross-selling opportunities, joint-product development, further international
expansion and other new business initiatives.
Q. WHAT IS THE COMPANY'S NEW NAME AND WHERE WILL IT BE HEADQUARTERED?
A. The new company, to be headquartered in New York City, will be called Jupiter
Media Metrix, with Media Metrix, Jupiter, AdRelevance and Net Market Makers
retaining their respective brand names.
Q. WHAT ARE THE TERMS OF THE TRANSACTION?
A. Under the terms of the merger agreement approved by both Jupiter and Media
Metrix boards of directors, Jupiter shareholders will receive .946 shares of
Media Metrix for each share of Jupiter they own. The merger will be accounted
for as a purchase transaction and will be tax-free to both companies'
shareholders. The transaction is
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subject to customary closing conditions, regulatory approval and the approval of
Jupiter and Media Metrix shareholders, and is expected to close within three
months. The transaction is expected to be accretive upon closing on a cash EPS
basis.
Q. HOW WILL THE SENIOR MANAGEMENT TEAM BE STRUCTURED?
A. The top management team for the new Company will consist of top executives
from both Media Metrix and Jupiter. Tod Johnson, Chairman and Chief Executive
Officer of Media Metrix will be Chairman and CEO of the new Company. Gene
DeRose, Chairman and Chief Executive of Jupiter, will be Vice Chairman and
President. Mary Ann Packo, President and Chief Operating Officer of Media
Metrix, and Kurt Abrahamson, President and Chief Operating Officer of Jupiter,
will become Co-Chief Operating Officers of Media Metrix Jupiter and remain
Presidents of their respective business units. Media Metrix's CFO, Tom Lynch,
will become CFO of the new company, while Jean Robinson, Jupiter's CFO, will
become Executive Vice President, Business Development.
All other Media Metrix and Jupiter executives, managers and employees will
retain their positions in their respective business units.
Q. WHAT ARE THE NEW COMPANY'S LINES OF BUSINESS?
A. The new company's lines of business will include:
- Media Metrix, the worldwide leader in Internet and Digital Media
measurement, reporting on more than 21,000 Web sites and online
properties and measuring countries which represent over 80% of
worldwide Internet usage;
- Jupiter Research, the worldwide authority on Internet commerce, with 34
services delivering insight and analysis on Internet strategies,
vertical industries and geographic markets;
- AdRelevance, providing innovative online advertising intelligence on
more than 200,000 online ads and 10,000 online advertisers;
- Jupiter Forums - including 21 events in 2000 - bringing the Internet
economy together to address the relevant, critical issues facing
business executives in the digital economy; and
- Net Market Makers, delivering information, resources, and events for
the business-to-business marketplace.
Q. HOW MANY CLIENTS WILL THE NEW COMPANY HAVE, AND WHO ARE THEY?
A. The new company will count more than 1,700 leading media companies,
advertisers, ad agencies, e-marketers, consulting firms, financial institutions
and technology companies as clients. The combined client list will include such
diverse companies as American Airlines, AOL, Amazon.com, AT&T, The BBC, CMGI,
Disney, France Telecom, Excite@Home, General Electric, IBM, Lycos, OgilvyOne,
Johnson & Johnson, T-Online, Merrill Lynch, Microsoft, Putnam Investments
Qualcomm, Staples, Vivendi, and Yahoo!.
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Q. HOW MANY EMPLOYEES DOES THE MERGED COMPANY HAVE?
A. Jupiter currently has 418 employees and Media Metrix has 315. The combined
company will have over 730 employees located in 16 offices around the world.
SPECIAL QUESTIONS FOR OUR EMPLOYEES
Q. WILL MY JOB CHANGE?
A. We don't anticipate many changes in jobs as a result of the merger. This
merger is about bringing two complementary businesses together, so we believe
this merger creates the opportunity for new and additional types of career
growth and collaboration.
Q. WILL WE BE MOVING?
A. Both companies are growing very rapidly and are the in the midst of
aggressive office space expansion. In the near term, we have no plans to move
office locations other than the plans that are already underway. Of course, we
will continually assess our space requirements and keep everyone informed of any
new developments in this area.
Q. WHAT ABOUT MY BENEFITS?
A. As you know, we are in the midst of a benefits review, independent of this
merger. We will continue to work to ensure that any changes in our benefits will
be consistent with your current plan or better.
Q. WHAT ABOUT MY STOCK OPTIONS?
A. There will be no change in Media Metrix options.
Q. ARE THERE PLANS FOR THE TWO COMPANIES TO FULLY INTEGRATE?
A. Unlike the RelevantKnowledge merger, this is a merger of two different
companies in two different but complementary businesses coming together, so a
full integration is not what we have in mind. Media Metrix and Jupiter will
continue to be run as independent business units, and we will look for synergy
through cross-selling, cross-marketing, and cross-product development.
One important thing to keep in mind is that this merger transaction will not
officially "close" for another 90 to 120 days. That means we can make plans
about how to best work together, but we will not be able to operate as a single
company until after that time.
Q. HOW WILL THE MERGER AFFECT OUR PRODUCT AND SERVICES OFFERINGS?
A. Media Metrix and Jupiter will continue to offer the breadth of products we
have today, the merger will create tremendous synergies to create additional
products, client categories and, importantly, further global expansion.
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Q. WHEN WILL WE FIND OUT WHO IS WHO AT JUPITER?
A. We will be scheduling various meetings between different groups at Media
Metrix and Jupiter throughout the coming weeks. Your manager will keep you
posted.
Q. WHO CAN I TURN TO IF I HAVE QUESTIONS NOT COVERED HERE?
A. You should feel free to approach your manager with any questions you have. We
will also continuously update all employees on any pertinent news.
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Cautionary Note Regarding Forward-Looking Statements under the Private
Securities Litigation Reform Act of 1995: Information in this release that
involves each of Jupiter's, Media Metrix's and, assuming the merger is
completed, the combined company's expectations, beliefs, hopes, plans,
intentions or strategies regarding the future are forward-looking statements
that involve risks and uncertainties. These statements include statements about
Jupiter's, Media Metrix's and the combined company's strategies in the
marketplace, their market positions and their relationships with customers. All
forward-looking statements included in this release are based upon information
available to Jupiter and Media Metrix as of the date of the release, and
neither Jupiter, Media Metrix nor the combined company assumes any obligation
to update any such forward-looking statement. These statements are not
guarantees of future performance and actual results could differ materially
from each company's current expectations. Factors that could cause or
contribute to such differences include, but are not limited to, the completion
of the merger, and if completed, the successful integration of the two
companies. The risks associated with Jupiter's business that may affect its
operating results are discussed in Jupiter's Annual Report on Form 10-K for the
year ended December 31, 1999 filed with the Securities and Exchange Commission
("SEC") on March 30, 2000 and Jupiter's quarterly reports on Form 10-Q filed
with the SEC. The risks associated with Media Metrix's business that may affect
its operating results are discussed in Media Metrix's Annual Report on Form
10-K for the year ended December 31, 1999 filed with the SEC on March 28, 2000
and Media Metrix's quarterly reports on Form 10-Q filed with the SEC. You are
encouraged to read this information carefully.
Additional Information and Where to Find It: It is expected that Media
Metrix will file a Registration Statement on SEC Form S-4 and Jupiter will file
a proxy statement with the SEC in connection with the merger, and that Jupiter
and Media Metrix will mail a Joint Proxy Statement/Prospectus to stockholders of
Jupiter and Media Metrix containing information about the merger. Investors and
security holders are urged to read the Registration Statement and the Joint
Proxy Statement/Prospectus carefully when they are available. The Registration
Statement and the Joint Proxy Statement/Prospectus will contain important
information about Jupiter, Media Metrix, the merger, the persons soliciting
proxies relating to the merger, their interests in the merger, and related
matters. Investors and security holders will be able to obtain free copies of
these documents, once available, as well as each company's other SEC filings,
through the website maintained by the SEC at http://www.sec.gov. Free copies of
the Joint Proxy Statement/Prospectus, once available, and Jupiter's other SEC
filings may be obtained from Jupiter by directing a request through the
Investors Relations portion of Jupiter's website at http://www.jupiter.com or by
mail to Jupiter Communications, Inc., 627 Broadway, 2nd Flr. New York, NY 10012,
Attention: Investor Relations, Telephone: (212) 780-6060. Free copies of the
Joint Proxy Statement/Prospectus, once available, and Media Metrix's other SEC
filings may be obtained from Media Metrix by directing a request through the
Investors Relations portion of Media Metrix's website at
http://www.mediametrix.com or by mail to Media Metrix, Inc., 250 Park Avenue
South, 7th Flr. New York, NY 10003, Attention: Investor Relations, Telephone:
(212) 515-8700.
In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, Jupiter and Media Metrix file annual, quarterly and
special reports, proxy statements and other information with the SEC. You may
read and copy any reports, statements or other information filed by Jupiter or
Media Metrix at the SEC public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at any of the SEC's other public reference rooms in
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Jupiter's and Media
Metrix's filings with the SEC are also available to the public from commercial
document-retrieval services and at the website maintained by the SEC at
http://www.sec.gov.
Participants in Solicitation: Jupiter, its directors, executive
officers and certain other members of management and employees may be soliciting
proxies from Jupiter stockholders in favor of the merger. Information concerning
the participants in the solicitation is set forth in a Current Report on Form
8-K filed by Jupiter on June 27, 2000. Media Metrix, its directors, executive
officers and certain other members of management and employees may be soliciting
proxies from Media Metrix stockholders in favor of the amendment to Media
Metrix's charter to increase the number of authorized shares of Media Metrix
common stock and in favor of the issuance of Media Metrix common stock in the
merger. Information concerning the participants in the solicitation is set forth
in a Current Report on Form 8-K filed by Media Metrix on June 27, 2000.
Copyright 2000 Jupiter Communications, Inc. and Media Metrix, Inc. All rights
reserved. Jupiter and the Jupiter logo are registered trademarks of Jupiter
Communications, Inc, and Media Metrix and the Media Metrix logo are registered
trademarks of Media Metrix, Inc. All other trademarks are the property of their
respective owners.
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