WebSideStory Announces Merger With Visual Sciences, LLC
Monday, 06 February 2006

WebSideStory announced a merger with privately held Visual Sciences, LLC, an innovative provider of streaming data analysis and visualization software and on-demand services with 40 employees and over 40 customers utilizing its highly scalable analytical engine.

"Visual Sciences is not a household name, but everyone in the web analytics business knows who they are. They have vaulted onto the scene and won the respect of everyone in our industry with the dynamic segmentation, multi-channel and real-time data visualization capabilities of their flagship web analytics solution, Visual Site. This transaction expands our addressable market by an estimated $1 billion and creates significant cross-sell opportunities within our over 1,100 enterprise customers. We are proud that this highly talented team has chosen WebSideStory to partner with as they continue to grow their business," said Jeff Lunsford. "In addition to Visual Site, we are excited about the large opportunity we see with Visual Sciences' other innovative products, Visual Call, Visual Mail and Visual Document. These powerful analytical solutions, combined with Visual Sciences' established relationships within the government sector, position WebSideStory well to benefit from our nation's Homeland Defense initiative."

"WebSideStory has the best sales, marketing and operational capabilities in digital marketing," commented Jim MacIntyre, co-founder and CEO of Visual Sciences. "Their and our disciplined, profitable business models and commitment to customer service will make a strong combination. We have admired the breadth, thorough reporting capabilities and ease-of-use of their award-winning HBX solution and we believe the strategy behind the WebSideStory Active Marketing Suite - that of delivering an integrated set of solutions to improve the efficiency of online businesses - is the right one. We look forward to integrating our technology with all of the modules of the WebSideStory Active Marketing Suite - HBX, Search and Publish - and creating solutions that no other company in digital marketing can match."

The total value of the consideration payable to the former holders of interests in Visual Sciences based on yesterday's closing price is $57.3 million and is comprised as follows: $22.0 million in cash; unsecured senior notes in the principal amount of $20.0 million; 568,512 shares of common stock to be held in escrow until March 31, 2007; and 189,511 shares of restricted common stock. In addition, in connection with the merger WebSideStory issued the former holders of interests in Visual Sciences warrants to purchase 1,082,923 shares of common stock with an exercise price of $18.4685 per share, exercisable for the next 18-months, and options to purchase 350,000 shares of common stock to the former employees of Visual Sciences.

The transaction closed today. Visual Sciences will operate as a wholly owned subsidiary of WebSideStory, Inc. Co-founders Jim MacIntyre and David Scherer will serve as CEO and CTO of the business unit, respectively.

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