Comscore Announces Acquisition of ARSgroup, Advertising Research Company that Enables the World’s Great Brands to Optimize Advertising Messages
Acquisition Brings World Class Advertising Measurement Technology and Experienced Researchers to Help Expand Comscore’s Global Suite of Advertising Research Services Across Multiple Media Channels
RESTON, VA, February 10, 2010 – Comscore, Inc. (NASDAQ: SCOR), a leader in measuring the digital world, today announced that it has signed a definitive agreement to acquire the ARSgroup, a leading communications research agency specializing in the measurement of advertising persuasion for TV and multi-media campaigns and helping many of the world’s largest brands in the consumer goods, pharmaceuticals, retail and entertainment industries optimize their advertising messages. The all-cash acquisition will strengthen Comscore’s position in the areas of measuring advertising and its effectiveness in TV, online, print and integrated cross media platforms and provide Comscore with a staff of high caliber researchers that have experience working with the world’s great brands.
Headquartered in Evansville, Indiana, ARSgroup has helped top advertisers measure, optimize and predict the effectiveness of their advertising messages for more than 40 years. ARSgroup’s ARS Persuasion methodology is one of the world’s most widely documented and independently validated predictive measures of the persuasive effectiveness of advertising creative. ARS Persuasion scores have been shown through third-party validation to equate with higher sales and market share. ARSgroup’s extensive knowledge base and proven models have helped many of the world’s leading advertisers optimize their messaging in both the U.S. and international markets. ARS has a roster of marquee customers in a wide variety of consumer product categories, including the Consumer Packaged Goods, Retail and Pharmaceutical industries. The company has received numerous awards for advertising research, including an Advertising Research Foundation Ogilvy award in 2009 for work on Walmart’s “Earth Month” campaign.
ARSgroup’s product suite evaluates and quantifies the impact of campaigns comprised of any combination of touch points, including television, print, radio, outdoor and digital. From strategy development to the various stages of creative development to in-market validation, ARSgroup helps local and global marketers build and cultivate strong brands and services. ARSgroup’s areas of expertise include: brand strategy, all stages of creative development, campaign evaluation across all marketing and media channels, media planning and strategy, return-on-investment, and forecasting. The company provides solutions and consulting to advertisers and agencies across traditional and digital marketing including: media mix optimization, media budget allocation, media and message connection, channel selection, digital media and emerging platforms.
“The acquisition of ARSgroup marks an important step forward at an opportune time for Comscore in the area of cross-media measurement,” said Dr. Magid Abraham, Comscore President & CEO. “As the advertising market continues to become more fragmented as it migrates toward various emerging digital content channels, understanding how to measure the effectiveness of one’s advertising messages has never been more important. We believe that the high quality, proven research tools and practices of the ARSgroup will powerfully complement Comscore’s existing product suite, allowing us to strengthen our portfolio of advertising measurement services. We are excited about the opportunity to leverage ARS’s expertise and proprietary IP to build innovative solutions in the online measurement space and to provide leading cross media measurement solutions for the measurement of advertising effectiveness.”
“We are excited to become a part of Comscore and the opportunity to provide exciting additions to Comscore’s existing global suite of products,” said Jeff Cox, CEO of ARSgroup. “Comscore’s world-class brand, broad global footprint, commitment to research quality, and massive data processing infrastructure should not only enable us to continue to deliver the value that our clients have come to expect from ARSgroup, but should allow us to expand our offerings globally. Comscore and ARS share a common passion for innovation. By putting the two companies together, we’ll provide an even broader set of tools to help our mutual clients measure the changing dynamics of advertising across all media.”
The transaction is subject to customary closing conditions, following completion of which ARSgroup will be renamed Comscore ARS and Mr. Cox will be named an Executive Vice President of Comscore.
Comscore anticipates closing the transaction in March 2010 and expects ARS to fuel incremental growth for Comscore in 2010.
Since 1968, ARSgroup has helped leading advertisers measure, forecast and optimize advertising messages. The company's extensive knowledge base and proven models have been extended through innovative, scientific research-on-research to help many of the world's leading advertisers. ARSgroup's digital age solutions are designed to evaluate and optimize campaigns comprising any combination of touchpoints. From strategy development, to all stages of creative development, to in-market tracking, ARSgroup's behavioral products are proven through independent audits to help marketers meet and exceed their business objectives.
Comscore, Inc. (NASDAQ: SCOR) is a global leader in measuring the digital world and preferred source of digital marketing intelligence. In an independent survey of 800 of the most influential publishers, advertising agencies and advertisers conducted by William Blair & Company in January 2009, Comscore was rated the “ most preferred online audience measurement service” by 50% of respondents, a full 25 points ahead of its nearest competitor. Comscore’s capabilities are based on a massive, global cross-section of approximately 2 million Internet users who have given Comscore permission to confidentially capture their browsing and transaction behavior, including online and offline purchasing. Comscore panelists also participate in survey research that gathers and integrates their attitudes and intentions. Using its proprietary technology, Comscore measures what matters across a broad spectrum of digital behavior and attitudes, helping clients design more powerful marketing strategies that deliver superior ROI. With its recent acquisition of M:Metrics, Comscore is also a leading source of data on mobile usage. Comscore services are used by more than 1,200 clients, including global leaders such as AOL, Microsoft, Yahoo!, BBC, Carat, Cyworld, Deutsche Bank, France Telecom, Best Buy, The Newspaper Association of America, Financial Times, ESPN, Fox Sports, Nestle, Starcom, Universal McCann, the United States Postal Service, the University of Chicago, Verizon Services Group and ViaMichelin.
Non-GAAP Financial Measures
Investors are cautioned that the references to non-GAAP net income and adjusted EBITDA, contained in this press release are not financial measures under generally accepted accounting principles (“GAAP”). In addition, those terms should not be construed as an alternative to any other measures of performance determined in accordance with GAAP. These non-GAAP financial measures are referenced to enhance the user’s overall understanding of the expected impact of the acquisition of ARSgroup on Comscore’s future operating results. Comscore believes that non-GAAP net income and adjusted EBITDA are important measures of the expected benefits from the acquisition of ARSgroup because they are useful to understand Comscore’s performance, as it excludes non-cash and other special charges that many investors believe may obscure Comscore's on-going operating results. Whenever Comscore provides non-GAAP financial measures, it strives to provide, when possible, a reconciliation of such non-GAAP financial measures to the most closely applicable GAAP financial measure.
Cautionary Note Regarding Forward-Looking Statements
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, but not limited to, Comscore’s expectations regarding the impact and benefits of the acquisition of ARS, financial or otherwise; Comscore’s expectations regarding the growth, opportunities and favorability of the market for advertising measurement and effectiveness and products; and Comscore’s expectations as to the integration of ARS’ products and customer base with its existing products. These statements involve risks and uncertainties that could cause actual results to differ materially, including, but not limited to: the impact of integrating ARS’ resources on Comscore’s existing methodology; the possibility that the digital advertising measurement and effectiveness markets do not grow and develop as expected; Comscore’s ability to retain customers of ARS; the risk of integration difficulties from the ARS; Comscore’s ability to grow its existing customer base and develop new products; the expected strength of Comscore’s business and client demand for Comscore’s products; the future quality of client relationships and resulting renewal rates; expectations of customer growth; and expectations of sales growth.
For a detailed discussion of these and other risk factors, please refer to Comscore’s Quarterly Report on Form 10-Q for the period ended September 30, 2009, Annual Report on Form 10-K for the period ended December 31, 2008 and from time to time other filings with the Securities and Exchange Commission (the “SEC”), which are available on the SEC’s Web site ( http://www.sec.gov).
Stockholders of Comscore are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. Comscore does not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after the date of this press release, or to reflect the occurrence of unanticipated events.
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