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Filed by Jupiter Communications, 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
FOR IMMEDIATE RELEASE
Contacts:
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 FINANCIAL 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.
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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.
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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, 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,
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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 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 10-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 have
mailed 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. 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
Relation 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.
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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' 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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