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Filed by Media Metrix, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Jupiter Communications, Inc.
Commission File No. 000-27537
Contact:
Susan Hickey Kate Berg
Media Metrix Jupiter Communications
212-515-8738 917-534-6142
[email protected] [email protected]
SPECIAL STOCKHOLDERS MEETINGS DATE SET TO APPROVE
MEDIA METRIX AND JUPITER COMMUNICATIONS MERGER
New York, NY August 16, 2000 - Media Metrix, Inc. (NASDAQ: MMXI) and
Jupiter Communications, Inc. (NASDAQ: JPTR) today announced that they will
conduct special meetings of stockholders on September 20, 2000 to gain approval
of their proposed merger.
"Approval by our stockholders will be an important step as we create
the global leader in Internet Information Services," said Tod Johnson, chairman
and chief executive officer of Media Metrix. "Jupiter Media Metrix will deliver
innovative and comprehensive Internet measurement, analysis, events and advice
to provide businesses with unmatched resources as they make key decisions about
their digital strategies. More importantly, we're creating a platform that
enables us to accelerate the development of new products and services,
efficiently reach new customers and markets, and rapidly expand our leadership
worldwide. We look forward to turning this vision into increased value for our
clients, employees and shareholders."
Gene DeRose, chairman and chief executive officer of Jupiter
Communications, said: "This merger is about bringing together two industry
leaders and leveraging our complementary and unmatched assets to fundamentally
change the landscape of Internet Information Services. In the months ahead, the
Jupiter Media Metrix management team and employees will focus on tapping into
the collective strengths of our world-class,
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innovative product portfolio, proven research methodologies, and unique
intellectual resources to meet the accelerating demand for descriptive and
prescriptive insight on the complex and dynamic digital economy. We're extremely
excited about the tremendous growth and expansion opportunities that we're
creating - opportunities that will deliver extraordinary client, employee and
shareholder benefits."
The companies expect to finalize the merger, which was first announced
on June 27, 2000, during the third quarter.
Media Metrix' meeting will be held at 9:00 a.m. on Wednesday, September
20, at the offices of Fried, Frank, Harris, Shriver & Jacobson, One New York
Plaza, New York, New York. The Jupiter Communications meeting will take place at
8:30 a.m. on Wednesday, September 20, at the offices of Brobeck, Phleger &
Harrison LLP, 1633 Broadway, New York, New York.
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 21,000 Web sites and online properties).
Media Metrix utilizes its patented
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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, Inc. (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.
Cautionary note regarding forward looking statements under the Private
Securities Litigation Reform Act of 1995: information in this release that
involves Media Metrix and, assuming the merger with Jupiter 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
Media Metrix as of the date of the release, and neither 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 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
Securities and Exchange Commission ("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 filed with
the SEC a Registration Statement on SEC Form S-4 which became effective on
August 15, 2000. Jupiter and Media Metrix began mailing a Joint Proxy
Statement/Prospectus to stockholders of Jupiter and Media Metrix containing
information about
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the merger on August 17, 2000. Investors and security holders are urged to
read the Registration Statement and the Joint Proxy Statement/Prospectus
carefully. 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 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, Media Metrix files 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 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.
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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