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Internet Research NetRatings Announces Three-way Merger

October 29 2001

NetRatings Inc is to purchase Jupiter Media Metrix, in a transaction valued at approximately USD 71.2 million. In addition, NetRatings will also buy the 80.1% of ACNielsen's eRatings.com shares that it does not currently own for USD 16.4 million. (ACNielsen eRatings.com is currently jointly owned by ACNielsen and NetRatings.)

Under the merger agreement that provides for the transaction, Jupiter Media Metrix stockholders may elect to receive 0.1490 NetRatings shares or USD 1.95 in cash in exchange for each Jupiter Media Metrix share. The merger
agreement provides that no more than 50% nor less than 30% of the aggregate transaction consideration will be paid in cash.

The closing of the transaction is subject to federal antitrust clearance, approval by the Jupiter Media Metrix shareholders and other customary conditions. It is expected to close during the first quarter of 2002.

Following the three-way merger, NetRatings will arguably enjoy the largest global footprint in measuring Internet audience behaviour. It also expects that the acquisition of Jupiter Media Metrix specifically will allow the new organisation to grow its number of clients by more than 90%.

Prior to this news, NetRatings had already secured a good level of ongoing business, having reported revenues of USD 20.4 million for the year ended December 31, 2000. In comparison, Jupiter Media Metrix had reported pro forma revenue of USD 142.8 million for the year ended December 31, 2000.

The ACNielsen eRatings.com ("eRatings") deal will also deliver numerous benefits to NetRatings in due course. These are expected to include the ability to streamline its international operations and consolidate its services under its global Nielsen//NetRatings brand. The deal is subject to the customary American closing conditions, as well as to the completion of the Jupiter Media Metrix transaction.

All articles 2006-22 written and edited by Mel Crowther and/or Nick Thomas unless otherwise stated.

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