RESTON, Va., and
PORTLAND, Ore., Nov. 24, 2015 /PRNewswire/ -- comScore, Inc.
(NASDAQ: SCOR) and Rentrak Corporation (NASDAQ: RENT) today
announced that the waiting period for the Hart-Scott-Rodino
Antitrust Improvement Act of 1976, as amended (the "HSR Act"), has
expired in connection with their merger proposal.
Expiration of the HSR Act waiting period satisfies one of the
conditions required to finalize the transaction. The closing of the
transaction remains subject to other customary closing conditions
including the effectiveness of comScore's registration statement on
Form S-4, which was initially filed with the SEC on October 30, 2015, as well as approval by comScore
stockholders and Rentrak shareholders. As previously announced, the
merger agreement was approved by the boards of directors of both
companies, and comScore and Rentrak expect the deal to close in
January 2016.
On September 29, 2015, comScore
and Rentrak entered into a definitive agreement to merge in an
all-stock, tax-free transaction. Under the terms of the agreement,
Rentrak shareholders will receive 1.15 comScore shares for each
Rentrak share they own. Upon completion of the merger, comScore
stockholders are expected to own approximately 66.5% and Rentrak
shareholders are expected to own approximately 33.5% of the
combined company on a fully diluted basis.
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 about 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.
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: failure of the comScore stockholders or
Rentrak shareholders to approve the proposed merger; 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
preliminary registration statement on Form S-4, which includes a
preliminary prospectus and related materials to register the shares
of comScore common stock to be issued in the merger, a preliminary
joint proxy statement/prospectus of comScore and Rentrak, and other
documents concerning the proposed merger, with the SEC. This
material is not a substitute for the final registration statement
and joint proxy statement/prospectus regarding the proposed merger.
The preliminary registration statement and joint proxy
statement/prospectus contain, and the final registration statement
and joint proxy statement/prospectus will 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 WILL CONTAIN IMPORTANT
INFORMATION ABOUT COMSCORE, RENTRAK, AND THE PROPOSED MERGER.
Investors and security holders will be able to obtain free copies
of the preliminary registration statement and the preliminary 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 or stockholders 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 preliminary registration statement and the
preliminary joint proxy statement/prospectus that has been filed
with the SEC, and will also be set forth in the final registration
statement and joint proxy statement/prospectus when 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
Stockholders, 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 stockholders and Rentrak
shareholders generally. These interests are described in the
preliminary joint proxy statement/prospectus.
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SOURCE comScore, Inc.