RESTON, Va. and PORTLAND, Ore., Jan.
28, 2016 /PRNewswire/ -- comScore, Inc. (NASDAQ: SCOR)
and Rentrak Corporation (NASDAQ: RENT) today announced that in
separate special meetings of comScore and Rentrak shareholders,
comScore shareholders voted to approve the issuance of shares of
comScore common stock in connection with the merger, and Rentrak
shareholders voted to approve the merger.
At closing, which is expected by close of business Friday, January 29th, Rentrak will
become a wholly owned subsidiary of comScore. Also after the close
of trading on Friday, January
29th, comScore will join the S&P MidCap 400
Index, moving from the S&P SmallCap 600 Index.
About comScore
Founded in 1999 and headquartered in
Reston, Virginia, comScore, Inc.
(NASDAQ: SCOR) is a global media measurement and analytics company
that makes audiences and advertising more valuable across all the
screens that matter. comScore helps media buyers and sellers
understand and make decisions based on how consumers use different
media, such as TV, video, mobile, desktop and more. Through its
products and partnerships, comScore helps its more than 2,500
clients understand their audiences, know if their advertising is
working, and access data where they want and need it. For more
information about comScore, please visit www.comScore.com.
About Rentrak
Rentrak (NASDAQ: RENT) is the entertainment and marketing
industries' premier provider of worldwide consumer viewership
information, precisely measuring actual viewing behavior of movies
and TV everywhere. Using our proprietary intelligence and
technology, combined with Advanced Demographics, only Rentrak is
the census currency for VOD and movies. Rentrak provides the
stable and robust audience measurement services that movie,
television and advertising professionals across the globe have come
to rely on to better deliver their business goals and more
precisely target advertising across numerous platforms including
box office, multiscreen television and home video. For more
information on Rentrak, please visit www.rentrak.com.
Forward-Looking Statements
This communication
contains forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act
of 1995, including with respect to the anticipated timing and
completion of the proposed merger between comScore and Rentrak, and
comScore's expected market capitalization post-merger. These
statements are based on management's current expectations and
beliefs, and are subject to a number of factors and uncertainties
that could cause actual results to differ materially from those
described in the forward-looking statements. These forward-looking
statements include statements about timing and effects of the
pending transaction. Forward-looking statements may contain words
such as "will be," "will," "expected," "anticipate," "continue," or
similar expressions, and include the assumptions that underlie such
statements. The following factors, among others, could cause actual
results to differ materially from those described in the
forward-looking statements: the challenges and costs of closing;
the ability to retain key employees, customers and suppliers; and
other factors, including those set forth in the most current Annual
Report on Form 10-K, Quarterly Report on Form 10-Q and Current
Reports on Form 8-K reports filed by comScore and Rentrak with the
SEC. All forward-looking statements are based on management's
estimates, projections and assumptions as of the date hereof, and
comScore and Rentrak are under no obligation (and expressly
disclaim any such obligation) to update or revise their
forward-looking statements whether as a result of new information,
future events, or otherwise.
No Offer or Solicitation
This communication
does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or
approval with respect to the proposed merger or otherwise. No offer
of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Additional Information and Where to Find It
In
connection with the proposed merger, comScore has filed a
registration statement on Form S-4, which was declared effective on
December 23, 2015 and includes a
prospectus and related materials to register the shares of comScore
common stock to be issued in the merger, a joint proxy
statement/prospectus of comScore and Rentrak, and other documents
concerning the proposed merger, with the SEC. The registration
statement and joint proxy statement/prospectus contain important
information about the proposed merger and related matters.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS FILED, OR TO BE FILED, WITH THE SEC CAREFULLY
WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT COMSCORE, RENTRAK, AND THE PROPOSED MERGER.
Investors and security holders will be able to obtain free copies
of the registration statement and the joint proxy
statement/prospectus and any other documents filed by comScore and
Rentrak with the SEC at the SEC's website at www.sec.gov. They may
also be obtained for free by contacting comScore Investor Relations
by mail at comScore, Inc., 11950 Democracy Drive, Suite 600,
Reston, Virginia 20190, Attention:
Investor Relations, by telephone at (703) 438-2100, or by going to
comScore's Investor Relations page at
http://ir.comscore.com/contactus.cfm, or by contacting Rentrak
Investor Relations by mail at Rentrak Corporation, 7700 N.E.
Ambassador Place, Portland, Oregon
97220, Attention: Investor Relations, by telephone at (503)
284-7581, or by going to Rentrak's Investor Relations page at
http://investor.rentrak.com. The contents of the websites
referenced above are not deemed to be incorporated by reference
into the registration statement or the joint proxy
statement/prospectus.
Participants in the Solicitation
Each of
Rentrak and comScore and their respective executive officers and
directors may be deemed to be participants in the solicitation of
proxies from their respective shareholders with respect to the
transactions contemplated by the merger agreement. Information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of comScore or Rentrak
security holders in connection with the proposed merger is set
forth in the registration statement and the joint proxy
statement/prospectus that has been filed with the SEC. Information
regarding Rentrak's executive officers and directors is included in
Rentrak's Proxy Statement for its 2015 Annual Meeting of
Shareholders, filed with the SEC on July 9,
2015, and information regarding comScore's executive
officers and directors is included in comScore's Proxy Statement
for its 2015 Annual Meeting of Shareholders, filed with the SEC on
June 8, 2015. Copies of the foregoing
documents may be obtained as provided above. Certain executive
officers and directors of comScore and Rentrak have interests in
the transaction that may differ from the interests of comScore and
Rentrak shareholders generally. These interests are described in
the joint proxy statement/prospectus.
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SOURCE comScore, Inc.