NetRatings To Acquire Jupiter Media Metrix.

VNU announced that NetRatings, Inc., in which VNU has a 64% interest, has agreed to purchase Jupiter Media Metrix, in a transaction valued at approximately USD 71.2 million. In addition, NetRatings, a leading provider of Internet audience measurement information and analyses, simultaneously announced that it has agreed to purchase the 80.1% of ACNielsen eRatings.com that it does not currently own for USD 16.4 million in a transaction in which NetRatings will issue 1,256,000 shares. At present, ACNielsen eRatings.com is a joint venture of VNU’s subsidiary ACNielsen and NetRatings.

Jupiter Media Metrix, headquartered in New York, is a global leader in Internet and new technology analysis and measurement. 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 provide the global breadth and depth of services covering key Internet and new technology research areas, including comprehensive Internet audience and advertising measurement and analyst research services. The new company will continue to have the largest global footprint in measuring Internet audience behavior.

NetRatings, based in Milpitas, California, expects the acquistion of Jupiter Media Metrix to grow its number of clients, which include leading media companies, advertising agencies, financial institutions, eCommerce marketers and consulting firms, by more than 90%.

NetRatings reported revenue of USD 20.4 million for the year ended December 31, 2000. Jupiter Media Metrix reported pro forma revenue of USD 142.8 million for the year ended December 31, 2000.

ACNielsen eRatings.com (‘eRatings’), an Internet audience measurement company with operations outside the United States, is a joint venture 80.1% owned by ACNielsen and 19.9% owned by NetRatings.

The transaction will allow NetRatings to streamline its international operations and consolidate its services under its global Nielsen//NetRatings brand. It is subject to customary closing conditions as well as completion of the Jupiter Media Metrix transaction.

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