Combined Company Dramatically Accelerates Development and Delivery of Industry-Defining Business Optimization PlatformOREM, UT and SAN DIEGO, CA, Oct 25, 2007 (MARKET WIRE via COMTEX News Network) -- Omniture Inc. (NASDAQ: OMTR), a leading provider of online business
optimization software, today announced a definitive agreement to
acquire Visual Sciences, Inc. (NASDAQ: VSCN) in a stock and cash
transaction valued at approximately $394 million.
The combination of Omniture and Visual Sciences creates a company
with substantial scale and resources to deliver industry leading
products and services that address the rapidly expanding online
business optimization market. The combined company will be able to
accelerate investments, meet a wider set of customer needs through a
richer solution set and have a significantly greater opportunity to
grow into new markets.
"With the tremendous growth opportunities we see in the online
optimization market, we believe that in addition to being financially
accretive to our shareholders, this is a strategic investment that
will drive increased value for customers and partners," said Josh
James, CEO and co-founder of Omniture. "We are facing a very
significant opportunity defined by the rapid growth of online
advertising and online business in general. This acquisition enables
Omniture to accelerate our investments in advanced solutions that
drive customer success as well as create further opportunities to
cross-sell our growing portfolio of products to a combined customer
base of more than 4,000 customers."
Under the terms of the agreement, Visual Sciences shareholders will
receive $2.39 in cash per share and a fixed exchange ratio of 0.49
shares of Omniture stock for each Visual Sciences share, on a fully
diluted basis. Based upon Omniture's closing price on Wednesday,
October 24, 2007, this yields a total consideration of $18.04 per
share. Upon the close of the transaction, Visual Sciences
stockholders will own approximately 13.7 percent of the combined
company on a pro forma basis.
"Omniture is a leader in online business optimization, and absolutely
the right company to leverage our technology and resources for the
benefit of the industry. The combined company will provide our
customers with a richer solution set, faster innovation and greater
access to unique industry and business expertise," said Jim
MacIntyre, CEO of Visual Sciences. "We look forward to bringing
these two great teams together."
The acquisition, which is expected to close in early to mid 2008, is
subject to customary closing conditions, including approval of
stockholders of both companies and regulatory approvals. The
transaction will be accounted for under purchase accounting rules.
Due to the absence at this time of estimates of the
acquisition-related restructuring costs and the allocation of the
purchase price between goodwill, in-process R&D, other intangibles
and equity-based compensation expenses related to SFAS 123R, Omniture
is currently unable to provide GAAP estimates on future earnings.
The transaction is currently expected to be accretive to earnings
immediately after closing on a non-GAAP basis. Due to purchase
accounting, the company's target of accretive to earnings on a
non-GAAP basis assumes no adverse impact from the loss of deferred
revenue following the close.
Conference Call
The management teams of both companies will host a conference call
and simultaneous audio-only webcast today at 6:00 p.m. (Eastern Time).
To access the call, dial 800.573.4840 or 617.224.4326 for
international callers. The access code is 98430857. Please call 10
minutes prior to the scheduled conference call time. The live webcast
of the call will be available on the "Investor Relations" sections of
both companies at www.OMTR.com and www.visualsciences.com. A replay
of the conference call will be accessible by telephone after 8:00
p.m. (Eastern Time) by dialing 888.286.8010 or 617.801.6888 for
international callers, reservation number, 77178028. A Webcast
archive will also be available on each company's investor relations
Web site.
About Omniture
Omniture, Inc. is a leading provider of online business optimization
software, enabling customers to manage and enhance online, offline
and multi-channel business initiatives. Omniture's software, which it
hosts and delivers to its customers as an on-demand subscription
service, enables customers to capture, store and analyze information
generated by their Web sites and other sources and to gain critical
business insights into the performance and efficiency of marketing
and sales initiatives and other business processes. In addition,
Omniture offers a range of professional services that complement its
online services, including implementation, best practices,
consulting, customer support and user training through Omniture
University(TM). Omniture's 2,500 customers include eBay, AOL,
Wal-Mart, Gannett, Microsoft, Neiman Marcus, Oracle, Countrywide
Financial, General Motors, Sony and HP. www.omniture.com
About Visual Sciences
Founded in 1996, Visual Sciences, Inc. (formerly known as
WebSideStory, Inc.) (NASDAQ: VSCN) is a leading provider of real-time
analytics applications. The company's analytics applications, based on
its patent pending on-demand service and software platform, enable
fast and detailed analytics on large volumes of streaming and stored
data. More than 1,590 enterprises worldwide rely on the answers
delivered by these applications to provide them with actionable
intelligence to optimize their business operations. The company
provides real-time analytics applications for Web sites, contact
centers, retail points-of-sale, messaging systems and the
intelligence community. In addition, the company's line of
analytics-driven offerings leverages its analytics technology to
automatically optimize Web sites and related marketing applications.
Visual Sciences' flexible technology platform, Visual Sciences
Technology Platform 5(TM), allows the company to rapidly introduce
tailored solutions to meet its clients' needs. Visual Sciences is
headquartered in San Diego, Calif., and has East Coast offices in
Herndon, Virginia and European headquarters in Amsterdam, The
Netherlands. For more information, contact Visual Sciences. Voice:
858-546-0040. Fax: 858-546-0480. Address: 10182 Telesis Court, 6th
Floor, San Diego, CA 92121. Web site: www.visualsciences.com. Visual
Sciences is a registered trademark of Visual Sciences, Inc.
Note on Forward-Looking Statements
Management believes that certain statements in this release may
constitute "forward-looking statements" within the meaning of Section
21E of the Securities Exchange Act of 1934 and Section 27A of the
Securities Act of 1933, including, but not limited to, statements
regarding our ability to complete the acquisition, the ability to
satisfy conditions to closing, including obtaining stockholder and
regulatory approvals, the benefits of the acquisition to customers
and stockholders, and the expectation that the transaction will be
accretive to earnings on a non-GAAP basis. These statements are based
on current expectations and assumptions regarding future events and
business performance and involve certain risks and uncertainties that
could cause actual results to differ materially, including, but not
limited to, risks associated with obtaining stockholder or regulatory
approvals, risks associated with disruption to our business as a
result of the acquisition, risks that the expected financial effect
of the acquisition may not be realized, risks that the expected
customer benefits may not be realized and risks associated with the
operation of our business or our industry generally, including risks
associated with changes in the demand for our services, the potential
that Omniture or its customers may not realize the benefits Omniture
currently expects from the recent acquisitions, risks inherent in the
integration and combination of complex products and technologies, our
ability to continue to attract new customers and sell additional
services to our existing customers, the continued adoption by
customers of our SiteCatalyst service and other product and service
offerings, the significant capital requirements of our business model
that make it more difficult to achieve positive cash flow and
profitability if we continue to grow rapidly, our ability to develop
or acquire new services, risks associated with our acquisition
strategy and disruptions in our business and operations as a result
of acquisitions, possible fluctuations in our operating results and
rate of growth, the continued growth of the market for on-demand,
online business optimization services, changes in the competitive
dynamics of our markets, the inaccurate assessment of changes in our
markets, errors, interruptions or delays in our services or other
performance problems with our services, our ability to hire, retain
and motivate our employees and manage our growth, our ability to
effectively expand our sales and marketing capabilities, our ability
to develop and maintain strategic relationships with third parties
with respect to either technology integration or channel development,
our ability to expand the sales of our services to customers located
outside the United States, our ability to implement and maintain
proper and effective internal controls, the adoption of laws or
regulations, or interpretations of existing law, that could limit our
ability to collect and use Internet user information, and the
blocking or erasing of "cookies"; and such other risks as identified
in Omniture's quarterly report on Form 10-Q for the period ended June
30, 2007 and from time to time in other reports filed by Omniture
with the U.S. Securities Exchange
Commission. These reports are available on our Web site at
www.omtr.com. Omniture undertakes no duty to update any
forward-looking statement to conform the statement to actual results
or changes in the Company's expectations.
Additional Information and Where to Find It
Omniture intends to file with the SEC a Registration Statement on
Form S-4, which will include a joint proxy statement/prospectus of
Omniture and Visual Sciences and other relevant materials in
connection with the proposed transaction. The joint proxy
statement/prospectus will be mailed to the stockholders of Omniture
and Visual Sciences. Investors and security holders of Omniture and
Visual Sciences are urged to read the joint proxy
statement/prospectus and the other relevant materials when they
become available because they will contain important information
about Omniture, Visual Sciences and the proposed transaction. The
joint proxy statement/prospectus and other relevant materials (when
they become available), and any other documents filed by Omniture or
Visual Sciences with the SEC, may be obtained free of charge at the
SEC's web site at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the SEC by
Omniture by contacting Omniture's Investor Relations at
ir@omniture.com or via telephone at (801) 722-7037. Investors and
security holders may obtain free copies of the documents filed with
the SEC by Visual Sciences at vscn@marketstreetpartners.com or via
telephone at (858) 546-0040 x387. Investors and security holders are
urged to read the joint proxy statement/prospectus and the other
relevant materials when they become available before making any
voting or investment decision with respect to the proposed
transaction.
Omniture and its respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
stockholders of Omniture and Visual Sciences in favor of the proposed
transaction. Information about the directors and executive officers of
Visual Sciences and their respective interests in the proposed
transaction will be available in the joint proxy
statement/prospectus.
Visual Sciences and its respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from
the stockholders of Visual Sciences and Omniture in favor of the
proposed transaction. Information about the directors and executive
officers of Omniture and their respective interests in the proposed
transaction will be available in the joint proxy
statement/prospectus.
Omniture Contacts:
Investor Relations:
Mike Beckstead
801.722.0115
Email Contact
Press Relations:
Kristi Knight
801.932.7431
Email Contact
Visual Sciences Contacts:
Investor Relations:
Karen Haus-Moran
Market Street Partners for Visual Sciences, Inc.
415.445.3240
Email Contact
Press Relations:
Patty Ladegaard
JHG-Townsend for Visual Sciences
Email Contact
858.457.4888
SOURCE: Omniture; Visual Sciences, Inc.
http://www2.marketwire.com/mw/emailprcntct?id=7FAF30B609A8AD55
http://www2.marketwire.com/mw/emailprcntct?id=7057540A34FDCA16
http://www2.marketwire.com/mw/emailprcntct?id=122FA5607E2BA9BB
http://www2.marketwire.com/mw/emailprcntct?id=2F374ECCCAA781F6