September 29, 2015

comScore and Rentrak to Merge, Creating Leading Cross-Platform Measurement Company

By Serge Matta & Bill Livek

We are very excited to announce today the merger of two media industry measurement leaders, comScore and Rentrak. The rationale for this merger is quite simple: together we have an improved ability to deliver what our clients and the media industry have long been asking for – a comprehensive cross-platform measurement currency that accounts for all the ways in which content is consumed, whether that viewing happens on live or time-shifted TV, video on demand, desktop, mobile, over-the-top devices, or in the movie theater.

Over the better part of the past decade, TV measurement has grown more complex as people began viewing content on their own terms and on their own time. At the same time, we’ve seen the emergence of digital media, which has expanded from the PC to mobile to an increasing number of connected devices in the home. Putting all of these pieces together in a comprehensive media measurement system is no small feat, and it requires completely new rules of engagement.

If you think about it, traditional media measurement was developed at a time when you could count the number of networks on one hand. But fast forward to today – nearly 70 years later – and the existing measurement standard still relies on the same basic approach. As consumers’ viewing habits increasingly shift across time and platform, it’s no wonder we see traditional ratings in decline even though people are watching more content than ever.  

The time has come to build this measurement system of the present and future, and that’s what the merger of comScore and Rentrak will allow us to do. Fortunately we are not starting from square one: in fact, both companies have individually made enormous progress in revolutionizing TV and cross-platform measurement. Rentrak was the first to begin reporting TV ratings using set-top box data as a core asset, and comScore was the first company to provide unduplicated, person-based reporting of audiences across, TV, desktop, smartphone and tablet. Both these measurement systems were built using census data, which will be central to next generation media measurement.

In terms of people power, comScore and Rentrak bring to the combined organization deep knowledge, experience, expertise and skill. In addition, the companies’ products and information assets are second to none. Rentrak’s expansive footprint of video on demand usage combined with more than 100 million televisions and devices will be unified with comScore’s massive digital assets to deliver national and local coverage at scale. This granular insight into TV viewing is complemented by comScore’s extensive digital measurement capabilities, which are based on a panel of two million global internet users and its census network covering 1.8 trillion digital interactions monthly. On the big screen, the merger promises new digital and analytics tools for content creators and distributors across the worldwide movie industry.  

Together all the pieces are in place to get it right, to measure content and advertising wherever and whenever it happens, and to develop a currency that allows buyers and sellers to transact in the cross-platform marketplace.

As you can tell, comScore and Rentrak couldn’t be more excited to expand our relationship and begin working more closely together to accelerate the pace of innovation, and give the media industry what it’s been clamoring for.

And we’re not the only ones who are excited; here’s what a few of our clients have to say about it:

“Increasingly fragmented viewership of TV requires a cross-device system built on big data that can deliver precision planning, buying and evaluation of media. This means better accounting for the valuable viewing that happens on long-tail networks, in local markets, and across digital platforms. We applaud the merger of comScore and Rentrak as a major step toward realizing this vision,” said Irwin Gotlieb, Global Chairman of GroupM.

Added Artie Bulgrin, ESPN’s SVP of Global Research & Analytics, whose team laid the groundwork for cross-platform measurement by collaborating with comScore on the original Project Blueprint, “This merger represents a huge advancement for TV and cross-platform measurement.  Project Blueprint helped make the industry’s first syndicated cross-platform measurement service a reality. By augmenting that work with tens of millions of set-top boxes and more granular reporting from Rentrak, this is a meaningful step forward to closing the measurement gap.”

Andrew Appel, President & CEO of SymphonyIRI Group commented, “We have entered a new era of media accountability where massive data sets are unlocking more detailed insights about how advertising exposure influences in-store purchase. The comScore-Rentrak merger amplifies the power of census data in person-level television and digital media measurement, and IRI looks forward to continued partnership with these industry leaders in advancing the ability to measure cross-screen sales lift.”

Filed by comScore, 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: Rentrak Corporation
Commission File No.: 000-15159

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, completion and effects 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 future financial and operating results; benefits of the transaction to customers, stockholders and employees; potential synergies and cost savings; the ability of the combined company to drive growth and expand customer and partner relationships; and other statements regarding the proposed 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 or Rentrak stockholders to approve the proposed merger; failure to achieve regulatory approval; the challenges and costs of closing, integrating, restructuring and achieving anticipated synergies; 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 intends to file a registration statement on Form S-4, which will include a preliminary prospectus and related materials to register the shares of comScore common stock to be issued in the merger, and comScore and Rentrak intend to file a joint proxy statement/prospectus and other documents concerning the proposed merger with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS 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 registration statement and the joint proxy statement/prospectus (when they are available) 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 (310) 279-5980, or by going to comScore’s Investor Relations page on its corporate web site at www.comscore.com, or by contacting Rentrak Investor Relations by mail at Rentrak Corporation, 7700 N.E. Ambassador Ave, Portland, Oregon 97220, Attention: Investor Relations, by telephone at (503) 284-7581, or by going to Rentrak’s Investor Relations page on its corporate web site at www.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 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 will be set forth in the registration statement and the 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 Stockholders, filed with the SEC on July 9, 2015, and information regarding comScore’s executive officers and directors is included in comScore’ 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 and Rentrak stockholders generally. These interests will be described in the joint proxy statement/prospectus when it becomes available.

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