Filed by Media Metrix, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Jupiter Communications, Inc.
Commission File No. 333-42316
FOR IMMEDIATE RELEASE
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Contacts:
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Investors Media Media
Susan Hickey Kate Berg Stacie Leone
Media Metrix Jupiter Communications Media Metrix
212-515-8738 917-534-6142 212-329-6031
[email protected] [email protected] [email protected]
CHIEF FINANICAL OFFICER NAMED FOR JUPITER MEDIA METRIX
Jean Robinson of Jupiter Communications to Lead New Company's Global
Financial Organization
NEW YORK, NY SEPT. 14, 2000 -- Media Metrix (NASDAQ: MMXI) and Jupiter
Communications (NASDAQ: JPTR) today named Jean Robinson as chief financial
officer for Jupiter Media Metrix, to take effect when the merger of the two
companies closes later this month. As CFO, Ms. Robinson will oversee
Jupiter Media Metrix' finance, corporate administration, investor relations
and legal organizations.
"Jean has a proven track-record with Jupiter Communications, and we
are delighted that she will continue in her role of CFO for our new
company," said Tod Johnson, chairman and chief executive officer of Media
Metrix, who will have the same role at Jupiter Media Metrix. "Jean's
experience with guiding Jupiter during an important and exciting time in
its evolution, her broad base of financial experience, and her solid
reputation in the financial community, will play a major role in helping us
create the global leader in market intelligence for the new economy, while
focusing on building shareholder value."
Ms. Robinson joined Jupiter Communications as chief financial officer
in early 1999. She has worldwide responsibility for the company's financial
functions, including financial reporting and controls; budgeting and
forecasting; investor relations; corporate administration; legal; and
overseeing strategies for maximizing the company's value. She was
instrumental in Jupiter's successful initial public offering and since that
time has continued to build strong relationships with Jupiter shareholders
and analysts.
Ms. Robinson joined Jupiter after working at J.P. Morgan for sixteen
years in a variety of corporate finance positions, including vice
president, equity capital markets, from 1993 to 1999. While at J.P. Morgan,
Ms. Robinson advised clients on mergers and acquisitions, equity debt and
financing, financial restructurings and risk management. Ms. Robinson holds
an M.B.A. from Columbia University's School of Business and a B.A. in
government and economics from Smith College.
The companies also announced that Tom Lynch, currently chief financial
officer of Media Metrix and previously named CFO for the new organization,
will be leaving in early November to pursue an opportunity as chief
operating officer with an early stage financial services company, based
near his home in Westchester County, New York.
"Tom has made significant contributions to the Media Metrix
organization," said Mr. Johnson. "We respect his decision to pursue this
opportunity that he feels is simply too good to pass up. We are pleased
that the strength and depth of our management team provides for a seamless
transition. We wish Tom the very best."
"This was an incredibly tough personal decision," said Mr. Lynch. "The
merged company will be a global leader, with a first-class, experienced
management team to guide it through the exciting time ahead. I value and
appreciate my relationship with Tod Johnson and the Media Metrix team, and
I will remain one of the new company's strongest supporters."
In a separate announcement today, Jupiter and Media Metrix announced
the management and organization for Jupiter Media Metrix that will take
effect when the merger closes. The companies expect to finalize the merger,
which was first announced on June 27, 2000, later this month. Shareholder
meetings are scheduled for Sept. 20, 2000 in New York City. Jupiter Media
Metrix stock will trade under the symbol JMXI on the NASDAQ National Market
System.
ABOUT MEDIA METRIX
Media Metrix, Inc., with more than 900 clients, is the leader and
pioneer in Internet and Digital Media measurement and the industry's source
for the most comprehensive, reliable, and timely audience ratings,
e-commerce, advertising and technology measurement services. Media Metrix'
AdRelevance division, through its superior ad tracking technology, provides
clients the most comprehensive data on where, when, how and how much Web
marketers and their competition are advertising online.
Media Metrix has worldwide majority-owned operations through
partnerships with media and market research leaders around the world. Media
Metrix' European affiliate, known as MMXI Europe, operates in Denmark,
France, Germany, Italy, Spain, Sweden and the United Kingdom. Media Metrix
also operates in Australia, Canada, Japan, Latin America and the United
States. The company provides advertising agencies, media companies,
e-commerce marketers, financial services and technology companies with the
most comprehensive coverage of all Digital Media (including more than
25,000 Web sites and online properties). Media Metrix utilizes its patented
operating-system metering methodology to track Internet and Digital Media
audience usage behavior in real-time -- click-by-click, page-by-page,
minute-by-minute. Media Metrix has a sample of more than 100,000 people
under measurement worldwide, yielding monthly, weekly, and daily data
collection and reporting. Please visit www.mediametrix.com for more
information.
ABOUT JUPITER COMMUNICATIONS
Jupiter Communications, lnc. (NASDAQ: JPTR) is a leading provider of
research on Internet commerce. Jupiter's research, which is solely focused
on the Internet economy, provides clients with comprehensive views of
industry trends, forecasts, and best practices. The company's research
services are provided primarily through its continuous subscription
services. Jupiter also produces a wide range of conferences that offer
senior executives the opportunity to hear firsthand the insights of its
analysts and the leading decision-makers in the Internet and technology
industries. Jupiter Communications is based in New York City, with
operations in London, San Francisco, Stockholm, Sydney and Tokyo. For more
information on Jupiter Communications visit www.jup.com.
Catitionary 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' 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' 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 l0-Q
filed with the SEC. The risks associated with Media Metrix' business that
may affect its operating results are discussed in Media Metrix' Annual
Report on Form 10-K for the year ended December 31,1999 filed with the SEC
on March 28, 2000 and Media Metrix' 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: Media Metrix has filed a
Registration Statement on SEC Form S-4 and Jupiter has filed a proxy
statement with the SEC in connection with the merger, and 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 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 may obtain free copies
of these documents, 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 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.jup.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 and Media Metrix' other SEC filings
may be obtained from Media Metrix by directing a request through the
Investors Relations portion of Media Metrix' 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, NW., 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 l-800-SEC-0330 for further information on the public reference
rooms. Jupiter's and Media Metrix' 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.
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