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Rentrak and comScore to Merge

29 Sep, 2015 By: Stephanie Prange

Rentrak Corp. and comScore Inc. Sept. 29 announced that the companies have entered into a definitive merger agreement under which the companies will combine in a stock-for-stock merger.

Under the terms of the merger, which has been approved by the boards of directors of both companies, Rentrak will merge into a wholly-owned subsidiary of comScore, and each share of Rentrak will be converted into the right to receive 1.15 shares of comScore. Upon completion of the merger, comScore shareholders 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.

ComScore CEO Serge Matta will lead the combined company as CEO. Dr. Magid Abraham will remain as the executive chairman of the board. Bill Livek, Rentrak’s vice chairman and CEO, will become executive vice chairman and president of the combined entity. ComScore’s Mel Wesley will continue as CFO, and David Chemerow, Rentrak’s COO and CFO, will serve as a strategic advisor to the CEO for the combined company, focused on successful integration.

The combined company’s board will consist of 12 directors — eight from comScore and four from Rentrak.

“The merger of comScore and Rentrak represents an exciting milestone for our combined clients, uniquely skilled employees and shareholders,” Matta said. “Together we have an even more powerful 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 happens on a desktop, mobile device, live or time-shifted TV, video on demand or through over-the-top devices.

“With the advent of digital technology, the time has come to offer the cross-platform measurement systems of the future: through which content owners will ultimately be able to quantify their entire audience, and agencies will have access to the cross-platform metrics needed to effectively plan and execute campaigns.”

“Both companies have been innovators in content and consumer measurement, advanced demographics and analytics, providing the industry with world-class digital, TV and movie consumption information,” Livek said. “This merger will accelerate the pace of that innovation, and offer an improved solution for cross-platform measurement, not available anywhere else. Rentrak’s expertise in precisely measuring TV and movies, and comScore’s industry-leading digital measurement capabilities, are natural complements.”

In a call with analysts, Livek said the merger was a response to a changing landscape.

“The way that consumers are consuming content these days is very different from how they were four or five years ago,” he said, adding “delayed viewing” is changing the content measurement business.

“We are at an inflection point of how consumers use and consume content,” added Matta during the call.

During the call, executives said it was too early to outline “cost synergies” or new product offerings.

When asked about measuring up to competitor Nielsen, Matta said it was “way too early” to reveal plans.

Livek noted that the new company would look at massive amounts of “passive” data.

“We are not looking at competing with a company that uses a sample in different ways,” he said in a not-so-subtle reference to Nielsen.

The transaction is subject to shareholder approval of both companies and is expected to be completed by early 2016.

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