As indicated in Comscore's October
shareholder letter, a reverse split is needed to comply with Nasdaq
listing requirements
Continued positive momentum with
expected achievement of 2023 financial guidance while launching
differentiated new products, setting Comscore up for a strong 2024
and beyond
RESTON,
Va., Dec. 18, 2023 /PRNewswire/ -- Comscore,
Inc. (Nasdaq: SCOR) ("Comscore" or the "Company") announced today
that it will move forward with a 1-for-20 reverse stock split of
its issued and outstanding common stock. The Company expects
its common stock to begin trading on a split-adjusted basis on the
Nasdaq Global Select Market with the opening of trading on
Wednesday, December 20, 2023.
The reverse stock split was approved on December 12,
2023 by Comscore's Board of Directors, following approval by the
Company's shareholders at a special meeting held on the same date,
with the authorization to determine the final split ratio (within a
specified range) granted to the Board of Directors. The
reverse stock split is intended to bring Comscore into compliance
with Nasdaq's $1.00 per share minimum
bid price requirement for continued listing and make the Company's
stock more attractive to a broader range of institutional and other
investors.
Comscore's common stock will continue to trade on the
Nasdaq Global Select Market under the symbol "SCOR" following the
reverse stock split, with a new CUSIP number of 20564W204.
After the reverse stock split, the number of outstanding
shares of common stock will be reduced from approximately 95.1
million to approximately 4.8 million, subject to adjustment for
fractional shares. No fractional shares will be issued in
connection with the split, and shareholders who would otherwise be
entitled to a fractional share will receive a proportional cash
payment. Proportional adjustments will be made to the number
of shares of common stock issuable upon conversion or exercise of
the Company's preferred stock, equity awards and warrants, as well
as the applicable conversion or exercise price.
"While we are disappointed that market conditions led to
this reverse split, we are encouraged by our recent performance as
we continue to pursue clear financial, operational and strategic
opportunities to deliver growth and value for our shareholders and
clients. We expect to meet the 2023 financial guidance we
published in November and see strong growth potential for 2024 and
beyond," said Jon Carpenter, Chief
Executive Officer of Comscore.
Comscore's transfer agent, Equiniti Trust Company, LLC,
will act as the exchange agent for the reverse stock split and will
provide instructions to shareholders regarding the process.
Additional information concerning the reverse stock split can
be found in Comscore's definitive proxy statement on Schedule 14A
filed with the Securities and Exchange Commission on
October 31, 2023.
About Comscore
Comscore (NASDAQ: SCOR) is a global, trusted partner for
planning, transacting and evaluating media across platforms.
With a data footprint that combines digital, linear TV,
over-the-top and theatrical viewership intelligence with advanced
audience insights, Comscore empowers media buyers and sellers to
quantify their multi-screen behavior and make meaningful business
decisions with confidence. A proven leader in measuring
digital and TV audiences and advertising at scale, Comscore is the
industry's emerging, third-party source for reliable and
comprehensive cross-platform measurement.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains forward-looking statements
within the meaning of federal and state securities laws, including,
without limitation, our expectations, plans and opinions regarding
achievement of 2023 financial guidance; financial, operational and
strategic opportunities; product development and innovation; the
timing and effectiveness of the reverse stock split; the treatment
of fractional shares; our continued listing on the Nasdaq Global
Select Market; our future compliance with Nasdaq's minimum bid
price requirement and other listing standards; the attractiveness
of our common stock to a broader range of investors; and delivery
of growth and value for shareholders. These statements
involve risks and uncertainties that could cause actual events to
differ materially from expectations, including, but not limited to,
declines in the trading price of our common stock; changes in
investor policies or preferences; changes in Nasdaq listing
standards or other regulatory requirements; changes in our business
and customer, partner and vendor relationships; external market
conditions and competition; declines in ad spending or other
macroeconomic factors; and our ability to achieve our expected
strategic, financial and operational plans. For additional
discussion of risk factors, please refer to our Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, and other filings that
we make from time to time with the U.S. Securities and Exchange
Commission (the "SEC"), which are available on the SEC's website
(www.sec.gov).
Investors are cautioned not to place undue reliance on our
forward-looking statements, which speak only as of the date such
statements are made. We do not intend or undertake, and
expressly disclaim, any duty or obligation to publicly update any
forward-looking statements to reflect events, circumstances or new
information after the date of this press release, or to reflect the
occurrence of unanticipated events.
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SOURCE Comscore