NETRATINGS TO ACQUIRE NETVALUE
Contact:
Maria Bumatay
PR Manager, NetRatings
408-586-7560
mbumatay@netratings.com
NETRATINGS TO ACQUIRE NETVALUE
Acquisition Will Further Solidify Nielsen//NetRatings as the Global Standard
for Internet Audience Measurement and Analysis
Milpitas, Calif. & Neuilly sur Seine, France - August 5, 2002-NetRatings,
Inc. (Nasdaq: NTRT), the global standard in Internet audience measurement
and analysis, and NetValue SA announced today that NetRatings has agreed to
acquire a controlling interest in NetValue, an international provider of
Internet audience behavior measurement services listed on the Nouveau Marché
of Euronext Paris S.A. Following its acquisition of the controlling
interest, NetRatings will initiate a tender offer to acquire the remaining
outstanding shares of NetValue. Once complete, the acquisition will create a
unified international standard for the measurement and analysis of consumer
behavior online, reaffirming Nielsen//NetRatings as the global standard in
Internet audience measurement and analysis.
In the agreement signed today by NetRatings, NetValue and NetValue`s
majority shareholders, NetRatings will acquire a 52 percent ownership
position in NetValue through the direct purchase of 4,603,069 shares of
common stock from majority shareholders at EUR2 per share. Payment will be
approximately 80 percent cash and approximately 20 percent NetRatings`
common stock, evaluated on the basis of the weighted average U.S. Dollar
closing price for NetRatings common stock as quoted for the ten trading days
preceding August 2, 2002, and the purchase is anticipated to close by August
12th. The trading of NetValue stock on the Nouveau Marché will be
temporarily suspended. Upon the acquisition of the controlling interest,
NetValue`s board will be reconstituted to provide NetRatings with majority
control and Lennart Brag will continue to serve as chairman of the board of
directors.
The required tender offer for the remaining NetValue shares of EUR2 in cash
per share, the price of which is subject to approval by the French Conseil
des Marchés Financiers, will be filed shortly. The full amount for the
complete acquisition of NetValue is expected to be approximately EUR18.1
million based upon a EUR2 per share price ($17.7 million based on recent
exchange rates).
Key assets of NetValue include Internet audience measurement services in
nine countries with over 200,000 panelists in Europe and Asia including
NetValue`s new MegaPanel(tm) business in the UK, Germany, and France, over
130 clients, innovative Internet metering and reporting technologies,
EUR11.5 million in cash and no debt. NetValue clients include AOL, Amazon,
Terra Networks, France Telecom, Deutsche Telekom, Deutsche Bank, BNP
Paribas, Allianz, Carat, BBC, M6, ZDF, Universal McCann, Procter & Gamble,
and Tesco et Danone.
Through the acquisition, NetRatings will integrate the best services,
methodologies and technologies from NetValue into the industry leading
Nielsen//NetRatings services to provide a global standard for both
NetRatings and NetValue clients, including the NetRatings clients acquired
from Jupiter Media Metrix and ACNielsen eRatings.com in May 2002.
"We are excited about bringing NetValue`s unique strengths into the
NetRatings family, and will incorporate some of their industry leading
technologies across our services globally," said William Pulver, president
and CEO, NetRatings. "Having successfully completed the operational
integration of eRatings and Jupiter MMXI`s International audience
measurement businesses, we anticipate a smooth transition with NetValue that
will enhance the range of services we provide our clients, and further
solidify Nielsen//NetRatings as the global standard in Internet audience
measurement and analysis."
"The synergy between NetRatings and NetValue will deliver a single industry
standard for measuring Internet user behavior, helping to accelerate growth
and acceptance of the Internet," said Lennart Brag, chairman and CEO,
NetValue. "The integration of our respective services will provide clients
with a better understanding of online user behavior, providing a common
independent currency upon which partnerships can be arranged, advertisements
placed, users targeted and success measured."
About NetRatings, Inc.
NetRatings, Inc. (www.netratings.com) provides the global standard in
Internet audience measurement and analysis. Its technology driven products
and services enable customers to make informed business-critical decisions
regarding their Internet media and commerce strategies. NetRatings has
strategic relationships with both Nielsen Media Research, the leading source
of television audience measurement and related services in the U.S. and
Canada, and ACNielsen, a leading provider of market research information and
analysis to the consumer products and services industries.
About NetValue S.A.
NetValue, a global leader in Internet intelligence, delivers unprecedented
insight into online user behavior, e-business, Internet trends and activity
by incorporating its superior technology and research methodology. NetValue
provides online and offline insights into consumer behavior that help
companies improve their strategy and maximize their revenues. NetValue`s
technology provides unparalleled flexibility and scalability to customize
offerings and tailor products to meet clients` specific business needs. It
delivers the greatest depth and breadth of protocol measurement, capturing
all Internet protocol activity including: web, email, chat, audio, video,
games, instant messaging etc. Founded in France in 1998, NetValue has
operations in the UK, France, Germany, Spain, Italy, Hong Kong, Singapore,
Korea and Taiwan.
Safe Harbor Statement
This press release contains statements that may constitute forward-looking
statements pursuant to the safe harbor provisions of the Private Litigation
Reform Act of 1995. These statements are based on current expectations and
assumptions and involve a number of uncertainties and risks that could cause
actual results to differ materially from those currently expected. The
potential risks and uncertainties include, among others:
* Risks associated with our ability to acquire all of the outstanding shares
of NetValue and the impact that failure to do so could have on the
realization of the anticipated benefits of this transaction.
* Risks associated with the successful integration of NetValue`s business,
* Risks related to the growth of online advertising
* Risks associated with the rapidly evolving market for our products and
services
* The increasingly competitive market for online advertising research
services and Internet audience measurement and analytical services
* Uncertainties about future costs of building and maintaining our audience
measurement panels
* Our continued dependence on ACNielsen for certain support services related
to our international operations
Additional information about potential factors that may affect NetRatings`
business and financial results is included in its annual report on Form 10K
for the year ended December 31, 2001 and its quarterly report on form 10Q
for the 3 month period ended March 31, 2002 including, without limitation,
under the captions "Management`s Discussion and Analysis of Financial
Condition and Results of Operations" and "Factors That May Affect Our
Performance." Each of these documents is on file with the SEC and is
available free of charge. Additional information will also be set forth in
NetRatings` quarterly report on Form 10Q for the 3 month period ending on
June 30, 2002, which will be filed with the SEC in the near future.
NetRatings does not undertake to update any forward-looking statement that
may be made from time to time by it or on behalf of the Company.
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