comScore Acquires M:Metrics For $44.3 Million in Cash

comScore, Inc. a leader in measuring the digital world, today announced the acquisition of M:Metrics, Inc., the recognized leader in mobile measurement. The acquisition makes comScore the immediate leader in measuring the emerging and strategically important mobile Internet market and adds to comScore’s leading position in measuring PC-based Internet usage.

The transaction involves a cash payment of $44.3 million and the issuance of approximately 50,000 options to purchase shares of comScore common stock to certain M:Metrics unvested option holders.

M:Metrics offers three primary measurement products:

· MobiLens^TM, a syndicated monthly online survey that captures overall mobile phone usage, including device information, data usage, media consumption and demographic characteristics of a representative sample of more than 40,000 mobile device users.  MobiLens is available in the U.S., U.K., Germany, France, Spain, and Italy.

· MeterDirect^TM, the industry’s first on-device meter that passively measures the mobile Internet behavior and media consumption of more than 4,000 existing Smartphone panelists. The M:Metrics metering technology is compatible with more than 280 device models. MeterDirect is currently available in the U.S. and U.K.

· M:Ad^TM, the first competitive tracking service for mobile advertising that continuously monitors clickable display advertising from a broad representative set of mobile Web destinations to reveal leading advertisers across a variety of market segments.  M:Ad is currently available in the U.S. and U.K.

Going forward, comScore will increase the size of the metered panel and will offer measurement of combined Internet usage across both PC and mobile-based online access platforms. The combination of the two companies is expected to result in substantial operating synergies, cost savings and enhanced revenue growth by building a larger customer base, combining two highly productive sales forces, and leveraging comScore’s global panel and scalable technology infrastructure.  

“With the substantial growth of 3G devices and Internet friendly handsets, we believe we are now at an inflection point in Internet usage on mobile devices,” said Dr. Magid Abraham, comScore’s president and chief executive officer.  “Our acquisition of M:Metrics makes comScore an immediate market leader in this space and positions comScore to deliver significant shareholder value as wireless carriers, telecom equipment providers, media companies, advertising agencies, online publishers, and marketers extend their reach into the mobile Internet world.”

“M:Metrics brings compelling products and an established, customer base of over 180 clients. Adding comScore’s capabilities and scale to this mix will significantly enhance the company’s future growth and performance,” continued Dr. Abraham. “We see compelling opportunities to increase the market penetration of M:Metrics’ products within comScore’s customer base of over 950 clients and to cross-sell comScore’s portfolio of products into the wireless industry, including the major carriers and device manufacturers.  In addition, we plan to leverage comScore’s panel, technology infrastructure and sales force to expand the metered mobile panel and develop new offerings that can significantly increase the growth and profitability of M:Metrics’ business.”

In connection with the acquisition, the co-founders of M:Metrics, Will Hodgman, president and chief executive officer, and Seamus McAteer, chief product architect, will join comScore’s  management team.

“comScore is the ideal partner for M:Metrics and clearly the right company to leverage and build upon M:Metrics’ leadership in mobile measurement.  The combined company will provide our customers with a compelling portfolio of cross media online measurement and analytics.” said Will Hodgman, president and CEO of M:Metrics. “We are excited about joining comScore and leveraging its vast capabilities, blue chip customer base, and innovative technologies. By combining forces, I am confident we will be the pre-eminent Internet and mobile marketing intelligence provider in the world.”

The acquisition agreement was signed, and the acquisition was closed, today, May 28, 2008, having been approved by the comScore Board of Directors and M:Metrics stockholders. The transaction will be accounted for under purchase accounting rules.

comScore is expecting the M:Metrics business to be profitable on an Adjusted EBITDA basis by the end of the fourth quarter of 2008, and to be a significant positive contributor to Adjusted EBITDA in 2009. M:Metrics’ revenues are currently forecast to be approximately $11 million to $12 million for the full year 2008, and will contribute $6.5 to $7 million to comScore’s reported revenues for 2008 post-closing.  The acquisition also enables comScore to lower its future tax payments by realizing a cash benefit of up to $7 million through the utilization of up to $20 million in M:Metrics net operating loss carry forward (NOLs).

Pro forma financials resulting from the M:Metrics acquisition will be reported in an amended 8-K that comScore expects to file in late July, when comScore also plans to announce its earnings for the second quarter of 2008.

M:Metrics, Inc. was represented by The Jordan, Edmiston Group, Inc., a New York City based investment bank that specializes in the media and information industries.