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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
[MEDIA METRIX LOGO] [JUPITER LOGO]
FOR IMMEDIATE RELEASE
Contact:
Media Investors
Stacie Leone Susan Hickey
Media Metrix, Inc. Media Metrix, Inc.
212-515-8736 212-515-8738
sleone@mmxi.com shickey@mmxi.com
Diane Schreiber Jody Burfening
Jupiter Communications Lippert/Heilshorn & Associates
415-503-6121 212-838-3777
dianes@jup.com jody@lhai.com
MEDIA METRIX AND JUPITER COMMUNICATIONS WILL MERGE TO CREATE
GLOBAL LEADER IN INTERNET INFORMATION SERVICES
Merger Combines the Leader in Internet Measurement and the Worldwide Authority
on Internet Commerce
Unmatched Global Resources Will Deliver Insight into Future Markets,
Untapped Regions, New Technologies and Emerging Industries
New York, NY June 27, 2000 - Media Metrix, Inc. (NASDAQ: MMXI) and
Jupiter Communications, Inc. (NASDAQ: JPTR) today announced a merger to create
the global leader in Internet Information Services at the center of the digital
economy.
The merged company, which will be called Jupiter Media Metrix and have
a combined market value in excess of $1 billion, will deliver innovative and
comprehensive Internet measurement, analysis, events and advice to provide
businesses with unmatched global resources for understanding and profiting from
the Internet. Jupiter Media Metrix' common vision, unique intellectual
resources, proven research methodologies and experienced management team will
enable the new company to rapidly launch new business initiatives to meet client
and industry
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needs worldwide.
- more -
"The combination of Jupiter and Media Metrix brings together
world-class, innovative and market-leading products, services, research
methodologies and, most importantly, people," said Tod Johnson, chairman and
chief executive of Media Metrix. "Both organizations have been leaders and
innovators in the digital economy, providing vital information to support
clients' business decisions. Together, we create the definitive source for
Internet measurement and analysis as well as the ultimate platform for long-term
growth. The new company will accelerate the development of products and
services, efficiently reach new customers and markets, and rapidly extend its
leadership position worldwide - providing increased value for clients, employees
and shareholders."
"We're thrilled to be joining forces with Media Metrix," said Gene
DeRose, chairman and chief executive officer of Jupiter Communications. "We are
creating a company like no other -- the first to combine under one roof vital,
proprietary data with the kind of intellectual capital it takes to create the
widest range of products. Jupiter's authoritative market analysts and renowned
industry events and Media Metrix' industry leading Internet and Digital Media
measurement services have really set the standard in their respective
businesses. We look forward to leveraging the unmatched assets of the combined
company to redefine the landscape of Internet research."
The combined company will leverage its global leadership positions, including:
- - A diversified client base of more than 1,700 clients worldwide, which
includes leading advertising agencies, media companies, e-commerce
marketers, advertisers, technology companies, financial institutions
and consulting firms
- - A comprehensive suite of products and services based on Internet
Measurement, Analysis, Events and Advice
- - Patented, advanced methodologies and technologies, supporting
innovative research and product development
- - Worldwide operations in Australia, Brazil, Canada, Denmark, France,
Germany, Japan, Sweden and the United Kingdom
- - More than 730 employees around the world
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- more -
The management team for Jupiter Media Metrix will consist of key
executives from both Media Metrix and Jupiter. Tod Johnson, chairman and chief
executive officer of Media Metrix, will become chairman and chief executive
officer of the new company. Gene DeRose, chairman and chief executive officer of
Jupiter, will become president and vice chairman of Jupiter Media Metrix. 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 Jupiter Media Metrix, and will continue as
presidents of their respective business units. Tom Lynch, chief financial
officer of Media Metrix, will become the new company's chief financial officer,
while Jean Robinson, Jupiter's chief financial officer, will become executive
vice president, business development.
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 expected to be accretive upon closing on a cash
EPS basis.
The transaction is 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 stock will trade under the symbol
MMXI on the NASDAQ National Market System.
Media Metrix was advised by Thomas Weisel Partners on the transaction;
Jupiter was advised by Morgan Stanley Dean Witter.
ABOUT MEDIA METRIX
Media Metrix, Inc., with over 800 clients, is the leader and pioneer in
Internet and Digital Media measurement and the industry's source for the most
comprehensive, reliable, and timely audience ratings, e-commerce, advertising
and technology measurement services. Media Metrix' AdRelevance division, through
its superior ad tracking technology, provides clients the most
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comprehensive data on where, when, how and how much Web marketers and their
competition are advertising online.
- more -
Media Metrix has worldwide majority-owned operations through
partnerships with media and market research leaders around the world. Media
Metrix' European affiliate, known as MMXI Europe, operates in France, Germany,
Sweden and the United Kingdom. Media Metrix also operates in Australia, Canada,
Japan, Latin America and the United States. The Company provides advertising
agencies, media companies, e-commerce marketers, financial services and
technology companies with the most comprehensive coverage of all digital media
(including more than 21,000 Web sites and online properties). Media Metrix
utilizes its patented, superior operating-system metering methodology to track
Internet and Digital Media audience usage behavior in real-time -
click-by-click, page-by-page, minute-by-minute. Media Metrix has a sample of
more than 100,000 people under measurement worldwide, yielding monthly, weekly,
and daily data collection and reporting. Please visit us at www.mediametrix.com
for more information.
ABOUT JUPITER
Jupiter Communications, Inc. (Nasdaq: JPTR) is a leading provider of research on
Internet commerce. Jupiter's research, which is solely focused on the Internet
economy, provides clients with comprehensive views of industry trends,
forecasts, and best practices. The company's research services are provided
primarily through its continuous subscription services. Jupiter also produces a
wide range of conferences that offer senior executives the opportunity to hear
firsthand the insights of its analysts and the leading decision-makers in the
Internet and technology industries. Jupiter Communications is based in New York
City, with operations in London, San Francisco, Stockholm, Sydney and Tokyo. For
more information on Jupiter Communications visit http://www.jup.com.
NOTE TO EDITORS: TODAY AT 11:00 A.M ET MEDIA METRIX AND JUPITER COMMUNICATIONS
WILL HOST A PRESS CALL TO DISCUSS THIS MERGER AND TO ANSWER QUESTIONS FROM THE
NEWS MEDIA. TODAY'S CALL IN NUMBER IS 800-810-0924. INTERNATIONAL CALLERS MAY
JOIN BY CALLING 1-913-981-4900.
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
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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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