comScore Acquires M:Metrics

RESTON, Virginia, May 28/PRNewswire/ --

- Acquisition Accelerates Expansion of comScore's Mobile Solutions, Cross
Media Measurement and Global Footprint

comScore, Inc. (Nasdaq: SCOR), a leader in measuring the digital world,
today announced the acquisition of M:Metrics, Inc., the recognized leader in
mobile measurement. The acquisition makes comScore the immediate leader in
measuring the emerging and strategically important mobile Internet market and
adds to comScore's leading position in measuring PC-based Internet usage.

(Logo: http://www.newscom.com/cgi-bin/prnh/20080115/COMSCORELOGO)

The transaction involves a cash payment of US$44.3 million and the
issuance of approximately 50,000 options to purchase shares of comScore
common stock to certain M:Metrics unvested option holders.

M:Metrics offers three primary measurement products:

-- MobiLens(TM), a syndicated monthly online survey that captures
overall mobile phone usage, including device information, data usage,
media consumption and demographic characteristics of a representative
sample of more than 40,000 mobile device users. MobiLens is available
in the U.S., U.K., Germany, France, Spain, and Italy.

-- MeterDirect(TM), the industry's first on-device meter that passively
measures the mobile Internet behavior and media consumption of more
than 4,000 existing Smartphone panelists. The M:Metrics metering
technology is compatible with more than 280 device models.
MeterDirect is currently available in the U.S. and U.K.

-- M:Ad(TM), the first competitive tracking service for mobile
advertising that continuously monitors clickable display advertising
from a broad representative set of mobile Web destinations to reveal
leading advertisers across a variety of market segments. M:Ad is
currently available in the U.S. and U.K.

Going forward, comScore will increase the size of the metered panel and
will offer measurement of combined Internet usage across both PC and
mobile-based online access platforms. The combination of the two
companies is expected to result in substantial operating synergies, cost
savings and enhanced revenue growth by building a larger customer base,
combining two highly productive sales forces, and leveraging comScore's
global panel and scalable technology infrastructure.

"With the substantial growth of 3G devices and Internet friendly
handsets, we believe we are now at an inflection point in Internet usage on
mobile devices," said Dr. Magid Abraham, comScore's president and chief
executive officer. "Our acquisition of M:Metrics makes comScore an immediate
market leader in this space and positions comScore to deliver significant
shareholder value as wireless carriers, telecom equipment providers, media
companies, advertising agencies, online publishers, and marketers extend
their reach into the mobile Internet world."

"M:Metrics brings compelling products and an established, customer base
of over 180 clients. Adding comScore's capabilities and scale to this mix
will significantly enhance the company's future growth and performance,"
continued Dr. Abraham. "We see compelling opportunities to increase the
market penetration of M:Metrics' products within comScore's customer base of
over 950 clients and to cross-sell comScore's portfolio of products into the
wireless industry, including the major carriers and device manufacturers. In
addition, we plan to leverage comScore's panel, technology infrastructure and
sales force to expand the metered mobile panel and develop new offerings that
can significantly increase the growth and profitability of M:Metrics'
business."

In connection with the acquisition, the co-founders of M:Metrics, Will
Hodgman, president and chief executive officer, and Seamus McAteer, chief
product architect, will join comScore's management team.

"comScore is the ideal partner for M:Metrics and clearly the right
company to leverage and build upon M:Metrics' leadership in mobile
measurement. The combined company will provide our customers with a
compelling portfolio of cross media online measurement and analytics," said
Will Hodgman, president and CEO of M:Metrics. "We are excited about joining
comScore and leveraging its vast capabilities, blue chip customer base, and
innovative technologies. By combining forces, I am confident we will be the
pre-eminent Internet and mobile marketing intelligence provider in the
world."

The acquisition agreement was signed, and the acquisition was closed,
today, May 28, 2008, having been approved by the comScore Board of Directors
and M:Metrics stockholders. The transaction will be accounted for under
purchase accounting rules.

comScore is expecting the M:Metrics business to be profitable on an
Adjusted EBITDA basis by the end of the fourth quarter of 2008, and to be a
significant positive contributor to Adjusted EBITDA in 2009. M:Metrics'
revenues are currently forecast to be approximately US$11 million to US$12
million for the full year 2008, and will contribute US$6.5 to US$7 million to
comScore's reported revenues for 2008 post-closing. The acquisition also
enables comScore to lower its future tax payments by realizing a cash benefit
of up to US$7 million through the utilization of up to US$20 million in
M:Metrics net operating loss carry forward (NOLs).

Pro forma financials resulting from the M:Metrics acquisition will be
reported in an amended 8-K that comScore expects to file in late July, when
comScore also plans to announce its earnings for the second quarter of 2008.

M:Metrics, Inc. was represented by The Jordan, Edmiston Group, Inc., a
New York City based investment bank that specializes in the media and
information industries.

Conference Call

comScore will host a conference call and simultaneous audio-only webcast
on Thursday, May 29, at 8:30 a.m. (Eastern Time). The conference call can be
accessed in two ways:

* By telephone at +1-719-325-4869, pass code 2461159

* Via a webcast at http://ir.comscore.com/events.cfm.

A replay of the webcast will be archived and available for playback
beginning at noon that day, accessible from the same link.

About comScore

comScore, Inc. (Nasdaq: SCOR) is a global leader in measuring the digital
world. This capability is based on a massive, global cross-section of more
than 2 million consumers 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
captures and integrates their attitudes and intentions. Through its
proprietary technology, comScore measures what matters across a broad
spectrum of behavior and attitudes. comScore analysts apply this deep
knowledge of customers and competitors to help clients design powerful
marketing strategies and tactics that deliver superior ROI. comScore services
are used by over 950 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, Verizon,
ViaMichelin, Merck and Expedia. For more information, please visit
http://www.comscore.com.

About M:Metrics

Founded in 2004, M:Metrics is the mobile media authority. As the only
research firm to measure the audience for mobile media using on-device
metering and the world's largest monthly survey of mobile users, M:Metrics
provides the most accurate metrics on actual mobile content consumption by
applying trusted media measurement methodologies to the mobile market.
M:Metrics' monthly syndicated data service gives clients the critical
insights and intelligence required to inform smart business strategies and
the competitive benchmarks needed to evaluate the performance of competitors
and partners. M:Metrics services are used by more than 180 clients, including
global leaders in the mobile, advertising, technology and consumer goods
industries such as Verizon, Vodafone, Microsoft, RIM, FOX, CBS, BBC, BMW,
Samsung, Palm, Qualcomm, Ericsson, O&M, and JWT. Prior to being acquired by
comScore, M:Metrics was a private, venture-funded corporation headquartered
in Seattle, with offices in San Francisco and London.

Non-GAAP Financial Measures

This release includes a reference to (but does not use) a non-GAAP
financial measure called "Adjusted EBITDA", which comScore defines as net
income plus the (benefit) provision for income taxes, depreciation,
amortization of intangible assets resulting from acquisitions, stock-based
compensation, revaluation of preferred stock warrant liabilities, less
interest income (expense), net. comScore believes that Adjusted EBITDA is an
important indicator of the company's operational strength and the performance
of its business because it provides a link between profitability and
operating cash flow. Adjusted EBITDA is also widely used by investors and
analysts as a supplemental measure to evaluate the overall operating
performance of companies in comScore's industry. comScore's management also
uses Adjusted EBITDA extensively as a measure of operating performance
because it does not include the impact of items not directly resulting from
the company's core operations. Moreover, comScore's management uses the
measure for planning purposes, to allocate resources and to evaluate the
effectiveness of the company's business strategies and management's
performance.

Whenever comScore uses Adjusted EBITDA, it provides a reconciliation of
Adjusted EBITDA to the most closely applicable GAAP financial measure.
Investors are encouraged to review the related GAAP financial measures and
the reconciliation of these non-GAAP financial measures to their most
directly comparable GAAP financial measure.

Cautionary Statement

This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, including, without
limitation, statements made with respect to: annualized 2008 revenue from the
M:Metrics acquisition; the amount and availability of net operating losses to
reduce future tax payments; anticipated synergies and other benefits
resulting from the acquisition merger with M:Metrics and the timing thereof;
and the plans, strategies and objectives of management for future operations,
including planned integration activities and the timing thereof; the positive
contribution of the acquisition to comScore's Adjusted EBITDA; 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; expectations of international sales
growth; assumptions regarding interest rates and effective tax rates; and
forecasts of future financial performance, including related growth rates and
components thereof, and assumptions related thereto.

The forward looking statements included in the Press Release relate to
future events or our future financial conditions or performance, Words such
as "forecast," "expected," "should," "will," "are," "provide," "continue,"
"remain," "anticipates" or the negative thereof or variations thereon and
similar expressions are intended to identify forward-looking statements.
These forward-looking statements inherently involve certain risks and
uncertainties, although they are based on our current plans or assessments
that are believed to be reasonable as of the date of this press release.
Factors that may cause actual results, goals, targets or objectives to differ
materially from those contemplated, projected, forecast, estimated,
anticipated, planned or budgeted in such forward-looking statements include,
among others, the following possibilities, in no particular order: the
business of M:Metrics not being integrated successfully, or such integration
taking longer or being more difficult, time-consuming or costly to accomplish
than expected; the failure to realize revenue synergies and cost-savings from
comScore's acquisition of M:Metrics or delay in realization thereof;
difficulties and delays in the further development and marketing of M:Metrics
products and technologies; final determinations under GAAP of acquisition
related costs, equity-based compensation expense, purchase price allocations
and the impact of the loss of deferred revenues on a going-forward basis;
limitations under applicable tax laws on the sources of income with respect
to which the NOLs are available for offset, the amounts of the NOLs available
for use in any given year, the useable life of the NOLs, and any other
limitation on the use of the NOLs; the early stage of the market for digital
marketing intelligence and the rate of development of such market; comScore's
ability to manage its growth; the rate of development of the Internet
advertising and eCommerce markets; comScore's ability to effectively expand
sales and marketing; comScore's reliance on subscription-based revenues;
comScore's ability to retain existing large customers and obtain new large
customers, including with respect to M:Metrics; continued growth of the
Internet as a medium for commerce, content, advertising and communications;
inability to sell additional products and attract new customers; dependence
on growth of international operations; product obsolescence with
technological developments; volatility of quarterly results and analyst
expectations; comScore's history of losses and the risk of future losses; and
comScore's limited operating history.

For a detailed discussion of these and other risk factors, please refer
to comScore's Annual Report on Form 10-K for the period ended December 31,
2007 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.

Web site: http://www.comscore.com

Source: comScore, Inc.

Andrew Lipsman of comScore, Inc., +1-312-775-6510, press@comscore.com /Photo: http://www.newscom.com/cgi-bin/prnh/20080115/COMSCORELOGO , AP Archive:

2008-05-28 18:17:51 0372286 PRNEWSWIRE