<PAGE> 1
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 The Power of Relevant Knowledge(TM) and Jupiter Logos]
Merger to Create the
Global Leader in Internet Information Services
Jupiter Media Metrix
June 2000
<PAGE> 2
TOD JOHNSON
Chairman of the Board and CEO
Jupiter Media Metrix
<PAGE> 3
JUPITER MEDIA METRIX - DEAL SPECIFICS
<TABLE>
<S> <C>
Structure: Media Metrix will acquire Jupiter in a
stock-for-stock transaction
Exchange
Ratio: Fixed exchange ratio of 0.946
Jupiter
Ownership: 45% on a fully diluted basis
</TABLE>
<PAGE> 4
MERGER HIGHLIGHTS
Reinventing the Internet Information Services Landscape
- Creates the definitive global leader in Internet Information Services
- Produces product offerings of unmatched breadth: data, analysis,
events, and advice
- Establishes a scalable information services platform for worldwide
expansion and new business initiatives
- Combines two highly predictable, recurring revenue streams
- Provides management depth for future growth
- Transaction will be accretive to earnings
<PAGE> 5
JUPITER MEDIA METRIX
<TABLE>
<CAPTION>
Media Metrix Jupiter Combined
<S> <C> <C> <C>
Founded 1996 1986 2000
Headquarters New York, NY New York, NY New York, NY
Product Focus Digital Media Analyst Research Primary and value-
Measurement Conferences added subscription
research on the Internet
Customer Focus Leading Advertisers, CEOs, Presidents, Executives from a wide
Media Companies, Marketing and other range of companies,
E-commerce Marketers, Business Executives in industries, regions
Technology Companies a broad range of
industries
# of Employees 320 400 720
# of Sales Reps 64 96 160
# of Customers (1) 752 1,158 1,707(Unduplicated)
2000 Revenues $48MM $90MM $138MM
Estimate(2)
2000 EPS(2) ($0.35) $0.08 ($0.22)
</TABLE>
Note: All as of 6/00 except: (1) As of 3/31/00 (2) Estimates from TWP 5/00
before goodwill and deferred compensation
<PAGE> 6
MISSION STATEMENT
Jupiter Media Metrix will be the global
leader at the center of the digital
economy, combining data and analysis
and creating the ultimate platform to
drive the digital economy
<PAGE> 7
BUILDING AN ARSENAL OF BRANDS
Objective Information Services for the Internet Economy
<TABLE>
<S> <C>
Media Metrix The World's Leading Digital Measurement Service
Jupiter Research The Worldwide Authority on Internet Commerce
AdRelevance The Standard for Online Advertising Measurement
Jupiter Forums Bringing Together the Internet Economy
NetMarketMakers The Resource for the B-to-B Marketplace
</TABLE>
<PAGE> 8
IDEAL GROWTH PLATFORM
Media Metrix Data + Jupiter Analysis = Internet Information Powerhouse
TOPICS
[GRAPHIC SHOWING INTERRELATIONSHIP OF MEDIA METRIX DATA AND JUPITER ANALYSIS]
MARKET SEGMENTS
- Regions
- Industries
- User Segments
- B-to-C
- B-to-B
SOLUTIONS
- Measurement
- Benchmarking
- Forecasts
- Analysis
- Advice
<PAGE> 9
UNMATCHED BREADTH OF PRODUCTS
<TABLE>
<CAPTION>
Jupiter
Forrester Net Ratings Media Metrix
<S> <C> <C> <C>
Proprietary Data
Internet Measurement xxx xxx
Digital Media Measurement xxx
Technology Measurement xx
Advertising Measurement x xxx
Analyst Research
Segmentation Studies xxx x
Analyst Reports xxx x xxx
Advice xx xx
Forums x xxx
</TABLE>
<PAGE> 10
BLUE CHIP COMBINED CLIENT BASE
<TABLE>
<S> <C> <C> <C>
[AMAZON.COM LOGO] [EBAY LOGO] [AMERICAN EXPRESS LOGO] [DEUTSCHE BANK LOGO]
[AT&T LOGO] [BBC ONLINE LOGO] [IBM LOGO] [BRITISH AIRWAYS LOGO]
[INTEL LOGO] [CBS LOGO] [AMERICA ONLINE LOGO] [FRANCE TELECOM LOGO]
[INTUIT LOGO] [STAPLES LOGO] [JOHNSON & JOHNSON LOGO]
[MICROSOFT LOGO] [USA TODAY LOGO] [T ONLINE LOGO]
[NABISCO LOGO] [YAHOO LOGO] [Warner Brothers LOGO]
</TABLE>
<PAGE> 11
UNIQUELY POSITIONED FOR INTERNATIONAL EXPANSION
[GRAPHIC OF WORLD MAP SHOWING CURRENT GLOBAL LOCATIONS]
- Media Metrix office only
- Jupiter office only
- Jupiter distributorships
- Both Media Metrix and Jupiter offices
Note: (1)Jupiter distributorship.
<PAGE> 12
WORLD CLASS MANAGEMENT TEAM
Joins Executives From Two Highly Successful, Innovative Public Companies
<TABLE>
<CAPTION>
Name Title Company
<S> <C> <C>
Tod Johnson Chairman of the Board / CEO Media Metrix
Gene DeRose Vice Chairman / President Jupiter
Mary Ann Packo Co-COO; President, Media Metrix Media Metrix
Kurt Abrahamson Co-COO; President, Jupiter Jupiter
Tom Lynch CFO Media Metrix
Jean Robinson EVP, Business Development Jupiter
</TABLE>
<PAGE> 13
GENE DEROSE
Vice Chairman and President
Jupiter Media Metrix
<PAGE> 14
COMPLEMENTARY SUITE OF PRODUCTS
Q1 2000 Revenues = $27.4MM
[GRAPHIC OF PIE CHART]
<TABLE>
<S> <C>
Measurement 37%
(Annual Growth=221%)
Events 19%
(Annual Growth=197%)
Analysis 44%
(Annual Growth=181%)
</TABLE>
<PAGE> 15
JUPITER: HIGH-QUALITY ANALYST RESEARCH
One Internet, Many Markets
34 Research Services
<TABLE>
<S> <C>
Internet Market
Strategies Strategies
Marketing and
Revenue (4)
Industries
e.g. Healthcare
Operations and (11)
Infrastructure (5)
Technology and
Platforms (3) Regions
e.g. Germany
Executive (10)
Management (1)
</TABLE>
Product Components
- Subscription Service
- $44K average per client
- Contract Basis
- Number of executives with access, # of research products (of the 34)
- Internet Based Service
- Analyst Reports, Data Library, JupTels, Archive, email updates
- Proprietary Research Tools
- Forecasts, Primary Consumer & Customer Surveys, Web Site Benchmarking,
Executive Surveys, Case Studies
- Analyst Access
- For selected services, limited to topics covered in research
<PAGE> 16
MEDIA METRIX SERVICES OVERVIEW
The Measurement Standard
[GRAPHIC OF COMPUTER SCREEN SHOWING MEASUREMENT STANDARD GRAPHS]
- MMXI Real Time Meter
- Captures clickstream data from 100,000 people around the world.
- AdRelevance Intelligent Agents
- Capture over 200,000 ads per month
Product Components
- Subscription Services
- $70K average per client
- Audience Measurement
- Internet & Digital Media Ratings, Demographics, Consumer Usage
- Advertising Measurement
- Online Advertising Tracking, AdCensus, AdAlert, AdContact
- E-Commerce Measurement
- Shopping Behavior and Transactions
- New Media Measurement
- Streaming Media and Other Interactive Applications
- Delivery Tools:
- MyMetrix.com
- AdRelevance 2.0
<PAGE> 17
JUPITER FORUMS: CATALYST FOR GROWTH
Renowned Industry Forums
[GRAPHIC OF INDUSTRY FORUMS]
Product Components
- 70% of attendees not current clients
- MMXI data and presentations will increase event marketability
- Events dovetail with international, new product initiatives
- High visibility on the sponsor/exhibitor side
- 90% of revenues already booked for rest of year
<PAGE> 18
IN COMBINATION: THE ONLY FULL SERVICE
PLANNING AND DECISION MAKING PARTNER
<TABLE>
<CAPTION>
Media Metrix: Descriptive Jupiter: Prescriptive
<S> <C>
- Digital Media Planning - Understand Net Dynamics
- Consumer Behavior Knowledge - Uncover Revenue Opportunities and Reduce Cost
- Marketplace & Competitive Intelligence - Evaluate Business Models
- Product, Marketing & Advertising - Execute Marketing Plans
Strategy Development Select/Manage Vendors and New Technologies
- Company Performance Benchmarking - Outmaneuver the Competition
- Basis for Partnership Alliance Decisions
</TABLE>
Powerful, unmatched combination
<PAGE> 19
DIVERSITY OF CLIENTS AND OPPORTUNITY
<TABLE>
<CAPTION>
Jupiter Customers
[GRAPHIC OF PIE CHART]
<S> <C>
Retail 12%
Technology 15%
Travel 3%
Web Developers 11%
Marketers 13%
Financial
Institutions 19%
Health 3%
Media/
Entertainment 24%
</TABLE>
<TABLE>
<CAPTION>
Media Metrix Customers
[GRAPHIC OF PIE CHART]
<S> <C>
Technology 10%
Agencies 9%
Marketers 14%
Financial
Institutions 7%
Media 60%
</TABLE>
Low penetration represents opportunity
<TABLE>
<CAPTION>
Penetration Fortune 500 MMXI Top 500
<S> <C> <C>
Jupiter 19% 26%
Media Metrix 10% 30%
</TABLE>
Limited exposure to dot-coms
64% of Jupiter Contract Value with traditional companies
56% of Media Metrix Contract Value with traditional companies
<PAGE> 20
CLIENT LOYALTY AND RELATIONSHIP GROWTH
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
High Upsell Rate Growth in Average
High Renewal Rates in Renewed Contracts Contract Value
------------------ -------------------- -----------------
Average Upsell Average
Renewal at Renewal Contract Value
Rate % (%) ($ in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
95%
100 50 80
45%
$70
90 45 40% 70
75%
80 40
60
70 35
$49
50
60 30 $44
50 25 40 $30
40 20
30
30 15
20
20 10
10 5 10
0 0 0
1Q99 1Q00 1Q99 1Q00
Media Jupiter Media Jupiter
Metrix Metrix
</TABLE>
<PAGE> 21
STRENGTH OF SALES PLATFORM
- Significant increase in number of account managers
- From 9 in January 98 to 160 today combined
- Cross-selling opportunity in limited overlap of current clients
- Only 203 out of a combined 1707 (unduplicated) clients
- Cross-selling of current and future products and services
- 34 Jupiter services -
- 12 Media Metrix services
<PAGE> 22
INTERNATIONAL OPPORTUNITIES
Early Success Can Be Accelerated by Joint Efforts
- Media Metrix: Measurement/Ratings set the standard in emerging, data-starved
markets
- Jupiter: Ease of entering new new markets
- Analyst coverage
- Development enhanced by sales to US customers
- Events catalyze development, helping build Jupiter brand and isolating
research prospects.
- Combined:
- Media Metrix data substantiates Jupiter research in emerging regions, and
adds credibility in data-hungry new markets
- New product synergies can lead way in these markets
- Leverage the sales/marketing/events platform, benefit from efficiency in
operations around the world
<PAGE> 23
Tom Lynch
Chief Financial Officer
Jupiter Media Metrix
<PAGE> 24
DEAL TERMS
<TABLE>
<S> <C>
Structure: Media Metrix will acquire Jupiter in a stock-for-stock transaction
Exchange Ratio: Fixed exchange ratio of 0.946 shares of Media Metrix Common Stock for
each outstanding share of Jupiter Common Stock
Shares to be Issued: 16.9 million
Jupiter Ownership: 45% on a fully diluted basis
Board Composition: 5 from Media Metrix, 4 from Jupiter
Accounting Treatment: Purchase Accounting, Goodwill Amortization of $450MM over 5 years
Break-up Fee: $16MM, payable in the event that either side terminates the merger
</TABLE>
<PAGE> 25
MERGER CREATES STRONG
FINANCIAL PLATFORM
<TABLE>
<S> <C> <C>
- Combined Revenues of $138MM in FY2000(1)
- Profitable Business Model
- 1,707 unduplicated clients
- Cash flow positive
- Combined cash reserves of $135MM
- Limited exposure to risky dot.com's
- Merger is accretive(2): 2000 EPS 2001 EPS
- Standalone Media Metrix ($0.35) $0.20
- Jupiter Media Metrix ($0.22) $0.45
</TABLE>
(1) Estimates from TWP 5/00
(2) Before goodwill and deferred compensation
<PAGE> 26
MERGER MAKES FINANCIAL SENSE
- Incremental Revenues of $10MM expected in 2001
- Cross-selling of existing products
- Improved richness of current products
- New Products
- Various Operating Efficiencies expected in 2001
- Combined sales forces
- Combined marketing efforts
- Combined facilities and administration
- Combined international efforts
<PAGE> 27
COMBINED REVENUE GROWTH
($MM)
Combined Annual Growth = 215%
CQGR = 33%
[GRAPHIC OMITTED--SHOWS SPLIT OF QUARTERLY REVENUES BETWEEN
MEDIA METRIX AND JUPITER]
<TABLE>
<S> <C>
1Q99 9.2
2Q99 13.0
3Q99 18.5
4Q99 21.1
1Q00 29.0
</TABLE>
Media Metrix Jupiter(1)
Note: (1) Includes Net Market Makers Revenues on a pro forma basis.
<PAGE> 28
COMBINED CONTRACT VALUE GROWTH
($MM)
Combined Annual Growth = 246%
CQGR = 37%
[GRAPHIC OMITTED -- SHOWS SPLIT OF COMBINED CONTRACT VALUE GROWTH
BETWEEN MEDIA METRIX AND JUPITER]
<TABLE>
<S> <C>
1Q99 $25.7
2Q99 $36.6
3Q99 $47.5
4Q99 $68.3
1Q00 $89.1
</TABLE>
Media Metrix Jupiter
<PAGE> 29
HIGHLY RECURRING REVENUE MODEL
($MM)
IQ00 $27.4
GRAPHIC OMITTED -- SHOWING SPLIT BETWEEN REVENUE UNDER CONTRACTS,
CONFERENCE REVENUE AND OTHER]
Other
Conference Revenue
Revenue Under Contracts -- 78% Recurring Revenue
<PAGE> 30
VERY STONG BUSINESS MODEL
Jupiter Media Metrix
<TABLE>
<CAPTION>
Near Term Long Term
Q1A2000 Target Target
<S> <C> <C> <C>
Gross Margin 60% 68% 75%
Sales & Marketing 34% 28% 25%
Research & Development 11% 6% 6%
General Administration 32% 23% 19%
Operating Margin (17%) 11% 25%
</TABLE>
<PAGE> 31
TOD JOHNSON
Chairman of the Board and CEO
Jupiter Media Metrix
<PAGE> 32
MERGER HIGHLIGHTS
Reinventing the Internet Information Services Landscape
- Creates the definitive global leader in Internet Information Services
- Produces product offerings of unmatched breadth: data, analysis,
events, and advice
- Establishes a scalable information services platform for worldwide
expansion and new business initiatives
- Combines two highly predictable, recurring revenue streams
- Provides management depth for future growth
- Transaction will be accretive to earnings
<PAGE> 33
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 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.
###
