Omniture Buying Visual Sciences

The self implosion of the web analytics space continues as Omniture announced it will be buying Visual Sciences. Visual Sciences, bought by WebSideStory in 2006, managed to pull an “Alien” and take over the ship from the inside, when most of the executives left the company.

WebSideStory then changed its name to Visual Sciences. They may want to keep an eye on that over at Omniture.

The press release stated:

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.

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