SOURCE: NetRatings, Inc.

January 16, 2007 09:10 ET

NetRatings' Special Committee Updates Shareholders on Status of Acquisition Proposal Discussions With VNU

NEW YORK, NY -- (MARKET WIRE) -- January 16, 2007 -- The Special Committee of Independent Directors of NetRatings, Inc. (NASDAQ: NTRT), a global leader in Internet media and market research, today provided an update on the status of discussions with VNU about VNU's proposal to acquire the outstanding publicly held minority interest in NetRatings for $16.00 per share in cash.

The Special Committee of Independent Directors of NetRatings was formed to consider VNU's October 9, 2006 proposal. Since that time, the Special Committee with its financial advisor, Lehman Brothers Inc., and its legal counsel, Gibson Dunn & Crutcher LLP, has been working diligently to evaluate and respond to VNU's proposal. As part of the Special Committee's work, the Special Committee met numerous times with its advisors and also with NetRatings management to discuss the future prospects of the Company. In addition to the fundamental financial and operational analysis that the Special Committee relied upon, it also reviewed the value of the Company's patent portfolio including the ongoing patent enforcement program.

The Special Committee, with the help of its advisors, completed extensive diligence and analysis to help it make an informed decision. Based on its work, the Special Committee firmly believes that NetRatings is well positioned to capture the business opportunities that are rapidly developing within NetRatings' target markets. NetRatings has a strong franchise in media and market research relative to the Internet. Additionally, Internet commerce, Internet advertising and distribution of all types of digital entertainment over the Internet and away from traditional channels are growing at an accelerated pace.

On December 12, 2006, with the Special Committee's analysis complete, the Special Committee communicated to VNU, through their respective financial advisors, the Special Committee's view that VNU's $16.00 per share offer significantly undervalued NetRatings.

As of this date, VNU has not engaged in substantive discussions with the Special Committee since the Special Committee's December 12, 2006 response, nor has VNU revised its proposal. Due to the length of time that the VNU proposal has been outstanding, the Special Committee has decided to issue this update. However, the Special Committee has no current intention to issue any further updates on the status of the discussions with VNU until such discussions have been concluded or VNU has withdrawn its proposal.

About NetRatings

NetRatings, Inc. (NASDAQ: NTRT) delivers leading Internet media and market research solutions. With high quality, technology-driven products and services, NetRatings enables clients to make informed business decisions regarding their online strategies. The NetRatings product portfolio includes panel-based and site-centric Internet audience measurement services, online advertising intelligence, user lifestyle, demographic and product brand preferences data, Internet reach and frequency planning tools, and custom data, research and analysis. For more information, visit

Safe Harbor Statement

This press release contains statements that may constitute forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations and assumptions and involve a number of uncertainties and risks that could cause actual results to differ materially from those currently expressed in any such forward-looking statements. Information about potential factors that may affect NetRatings' business and financial results is included in its annual report on Form 10-K for the fiscal year ended Dec. 31, 2005 and its quarterly reports on Form 10-Q, including, without limitation, under the captions "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors That May Affect Our Performance." Each of these documents is on file with the SEC and is available free of charge. Readers of this press release are referred to such filings. The forward-looking statements herein speak only as of the date of this press release. NetRatings does not undertake to update any forward-looking statement that may be made from time to time by it or on behalf of NetRatings.

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