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Omniture Completes Acquisition of Visual Sciences

On October 25, 2007, Omniture Inc. (Nasdaq: OMTR) announced a definitive agreement to acquire Visual Sciences (Nasdaq: VSCN) in a stock and cash transaction valued at approximately $394 million. View press release.

On January 17, 2008, Omniture Inc. (Nasdaq: OMTR) completed its acquisition of Visual Sciences, Inc. View press release.

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.

Letter to all Visual Sciences customers

26 October 2007

To All Visual Sciences Customers:

We are very happy to see all of the interest and communication that has been taking place surrounding our announcement last week regarding Omniture’s planned acquisition of Visual Sciences.

Omniture’s paramount concern is ensuring that investments made by Visual Sciences’ customers are preserved. Customers should feel comfortable continuing their purchase plans for HBX, Visual Sciences Platform 5, SiteCatalyst or Discover.

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About Visual Sciences

Founded in 1996, Visual Sciences, Inc. (formerly known as WebSideStory, Inc.) 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.

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SEC Filings

Omniture is required to include the following legend on any communications that may be deemed to be offering or soliciting material under the applicable SEC rules and regulations:

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 the benefits of the proposed Omniture/Visual Sciences transaction including the substantial scale and resources to deliver industry leading products, accelerate investments, meet a wider set of customer needs and have a significantly greater opportunity to grow into new markets. 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.

Additional information and where to find it

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.

The applicable rules also require a “Rule 425 legend” at the top right corner of any filing subject to Rule 425 under the Securities Act of 1933, as amended, in substantially the following form:

  • 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