MUMBAI: comScore, Inc and Rentrak Corporation have said that the registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (SEC) by comScore on 30 October, 2015, and as subsequently amended, which includes a joint proxy statement/prospectus of comScore and Rentrak, was declared effective by the SEC on 23 December, 2015.
comScore and Rentrak have each scheduled special shareholder meetings for 28 January, 2016, in order to seek shareholder approval of the proposed merger. Each company’s shareholders of record at the close of business on 10 December, 2015 will be entitled to vote at their respective meetings.
On 23 December, 2015, comScore filed a revised joint proxy statement/prospectus pursuant to Rule 424(b) of the Securities Act of 1933, as amended, in order to make available the document that will be mailed to comScore and Rentrak shareholders in connection with the respective special meetings. The joint proxy statement/prospectus is available through the SEC’s website at www.sec.gov and via comScore’s IR website and Rentrak’s IR website. comScore and Rentrak will begin mailing the joint proxy statement/prospectus to their respective shareholders to provide additional information and instructions for voting by 28 December, 2015.
The closing of the merger remains subject to approval by comScore and Rentrak shareholders. As was reported earlier by Indiantelevision.com, the merger agreement was unanimously approved by the boards of directors of both companies, and comScore and Rentrak expect the deal to close promptly after the shareholder approval. Assuming shareholder approval, the combined company is expected to trade under the comScore ticker symbol (SCOR) by the end of January.
On 29 September, 2015, comScore and Rentrak entered into a definitive agreement to merge in an all-stock, tax-free transaction. Under the terms of the agreement, Rentrak shareholders will receive 1.15 comScore shares for each Rentrak share they own. Upon completion of the merger, comScore shareholders are expected to own approximately 66.5 per cent and Rentrak shareholders are expected to own approximately 33.5 per cent of the combined company on a fully diluted basis.
