Filed by Omniture, Inc. Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Visual Sciences, Inc.
Commission File No.: 000-31613
The following is the text of an e-mail sent by Omniture, Inc. Chief Executive Officer Josh James to
all employees of Omniture, Inc. on October 25, 2007. The text of the press release included in the
e-mail is filed herewith and follows the text of the e-mail.
Hello everyone,
I am excited to tell you that this afternoon we announced we have entered into an agreement to
acquire Visual Sciences in the first public-to-public acquisition of on-demand companies. With the
tremendous growth opportunities we see in the market, we believe this is a highly valuable
investment that will drive increased value for customers, partners, employees and investors. The
press release regarding the acquisition is included below.
As I have mentioned to you before, our acquisition strategy has three main areas: 1) expansion into
geographies where we believe there is significant potential (i.e. Instadia), 2) strategic
technology opportunities to accelerate delivery of key products and features (i.e. TouchClarity and
Offermatica), and 3) domestic consolidation that can provide financial leverage. The acquisition
of Visual Sciences falls into both the strategic technology opportunity and domestic consolidation
categories.
Bringing our two companies together makes strategic sense for three primary reasons. First, it
creates a richer solution set for the combined customer base as well as for the market at large.
Second, it will be financially accretive (meaning it will allow the combined company to more
effectively and efficiently run the business) immediately after closing and will generate further
accretion through operational efficiencies over the next 12 — 18 months. And finally, it provides
significant financial scale that will allow Omniture to increase investments sooner to address the
enormous market opportunity and competitive landscape.
Bottom line: The acquisition of Visual Sciences creates a bigger company with better products and
resources to address an expanding market and allows us to take advantage of financial scale to make
investments sooner.
Until regulatory review of the acquisition is complete, both companies will continue to operate
independently and will continue to compete in the marketplace. That being said, we have created an
integration team that will be focusing heavily on planning for the upcoming integration of Visual
Sciences and Omniture so that once the transaction is closed we will hit the ground running.
There will be an employee meeting this afternoon at 2:30 MT in Bldg. J. You should have received a
meeting invite from Lina with the information.
Josh
* * *
Additional Information and Where You Can 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 Omniture 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
Visual Sciences and their respective interests in the proposed transaction will be available in the
joint proxy statement/prospectus.
Cautionary Statement Regarding Forward-Looking Statements
This document contains forward-looking statements within the meaning of the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995. 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. The forward-looking statements contained in this document include
statements about future financial and operating results, the proposed Omniture/Visual Sciences
transaction, expected market growth opportunities, anticipated value of the proposed
Omniture/Visual Sciences transaction and the benefits of such transaction to customers, partners,
employees and investors, the anticipated strategic rationale for the proposed Omniture/Visual
Sciences transaction, the anticipated closing of the proposed transaction and the effectiveness of
integration planning efforts. These statements are not guarantees of future performance, involve
certain risks, uncertainties and assumptions that are difficult to predict, and are based upon
assumptions as to future events that may not prove accurate. Therefore, actual outcomes and
results may differ materially from what is expressed herein. For example, if either of the
companies does not receive required stockholder approvals or fails to satisfy other conditions to
closing, the transaction will not be consummated. In any forward-looking statement in which
Omniture expresses an expectation or belief as to future results, such expectation or belief is
expressed in good faith and believed to have a reasonable basis, but there can be no assurance that
the statement or expectation or belief will result or be achieved or accomplished. The following
factors, among others, could cause actual results to differ materially from those described in the
forward-looking statements: failure of either the Omniture or Visual Sciences stockholders to
approve the proposed merger, and other economic, business, competitive, and/or regulatory factors
affecting Omniture’s business generally, including those set forth in Omniture’s most recent Annual
Report on Form 10-K and Quarterly Report on Form 10-Q, especially in the “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections,
and its Current Reports on Form 8-K and other SEC filings. Omniture is under no obligation to (and
expressly disclaims any such obligation to) update or alter its forward-looking statements whether
as a result of new information, future events, or otherwise.
* * *
Omniture to Acquire Visual Sciences
Combined Company Dramatically Accelerates Development and Delivery of Industry-Defining
Business Optimization Platform
OREM,
Utah and SAN DIEGO, Calif. — October 25, 2007
— 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™. 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™, 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.
Visual Sciences (MM) (NASDAQ:VSCN)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Visual Sciences (MM) (NASDAQ:VSCN)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
