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Transformation of the Measurement
    Industry: How Much Can be
        Attributed to M&A?

         November 7, 2011
Introduction
• Industry leaders today are facing a quickly changing landscape

    - Rate of change in industry among the highest in all of digital
      technology

    - Emergence of real time data collection and dissemination driving
      technology deeper into today’s solutions

• Increasingly tough to compete with new, innovative entrants

    - Growing channels and use cases bringing new players to the market




           Unprecedented opportunity for new leaders to emerge


                                    2
Snapshot of the Web 10 Years Ago




 143 million Americans (54%)         Users spent seven hours per
      using the Internet            week online (email, news, chat)
Source: NTIA                          Source: Harris Interactive




    41% of Americans using             Social networks limited to
   mobile phones (voice only)        forums, blogs, and chatrooms
Source: CTIA

                                3
Despite its Size, Online Advertising was Quite
Underdeveloped
    U.S. Online Advertising Revenue
($ in billions)                                               • Highly manual processes

 $8.0                                                         • Little to no accurate measurement
                                   $7.1
                                                                methodology
 $7.0
 $6.0
                                                                “…big advertisers still don't see the value of
 $5.0                                                          the Internet yet,"

 $4.0                                                          Morgan Stanley analyst Michael Russell - July ’01


 $3.0
 $2.0                                                          “… experts in the field now say that advertisers
                                                               ought to forget about click-throughs… Online ads
 $1.0                                                          aren't meant only to spawn direct sales.. They're
                                                               also for establishing or burnishing a brand…”
 $0.0
                                                               BusinessWeek – July ‘01
                                   2001


  Source: IAB Internet Advertising Report, BusinessWeek

                                                          4
Tried and True Methodologies Were Manual,
 Expensive and Hard to Scale
Mall Intercepts / Interviews            Focus Groups            Mailed Surveys




                 Random Digit Dialing                  Set Meters




                                          5
The Web Quickly Developed Scale and Use

                                                                      Time Spent on
Doubling of U.S. Online Penetration                         Internet + Mobile Approaching TV
 90%
                                                 79%
 80%                                                                                   Mobile
 70%                                                                                    8%
                                                                              Radio
                                                                               15%         Newspaper
 60%
                                                                                              5%
 50%                                                               Internet
                     43%                                                                        Magazines
                                                                     23%                           3%
 40%
 30%                                                                                            Other
                                                                          TV | Video             7%
 20%
                                                                             39%
 10%

   0%
                     2000                        2010
Avg. hrs
spent per
week               ~7hrs                       ~13hrs


   Source: ITU, Harris Interactive, comScore                      Source: eMarketer



                                                        6
Fundamental Shifts in Usage Are Driving Need for
New Measurement Methodologies

  Introduction of               Social Networking                                ~8x growth in
 the Smartphone            Creating Information at Scale                        U.S. eCommerce
                                                              ($ in billions)
                                                                    $180.0
                                                                                             $164.6
25%                           70%
                    23%                                             $160.0
                                                       61%
                              60%                                   $140.0
20%
                              50%                                   $120.0

15%                                                                 $100.0
                              40%

                                                                     $80.0
                              30%
10%
                                                                     $60.0
                              20%
                                                                     $40.0
5%                                                                                 $25.8
                              10%       8%
                                                                     $20.0
          0%
0%                             0%                                      $0.0
         2001       2010               2005            2010                        2000      2010
 Source: comScore               Source: Pew Research            Source: U.S. Census Bureau



                                                   7
The Rapid Growth in Online Advertising Has
Created Various Measurement Complexities
 On Site               On Social
                                             Transaction              Brand
                       Platforms



           How are
           users
           behaving?                                  How
                                                      effective are
                                                      my ads?




                                       How do I measure
                                       safety and
                                       effectiveness in blind
                                       environments?


                                   8
M&A Has Been Critical in Shaping Online
Measurement
 • Key themes from 2000 – 2008:
            •       Offline players buying online capabilities
            •       Proprietary data sets became highest sought after
            •       Realization of mobile potential, key players acquired mobile capabilities
            •       Real time emerging as important factor in measurement
                       /                                                                           /
                      July
                      2006
                                              /                                                    May
                                                                                                   2008

        /                                    /                           /      /
                                           February                  October   March
   January                                   2007                     2007     2008
    2005




                                January                                                    April
                                 2006                 April – June
                                                         2007                              2008

 June                               /                                                  /
 2002

                /                                                /
                      (Online Audience
                     Measurement Assets)
                                                                 /

                                                             9
M&A Has Been Critical in Shaping Online
Measurement (cont’d)
  • Key themes from 2009 – today:
            •     New entrants to the market with use cases beyond research – Adobe, IBM,
                  Salesforce
            •     Measurement in real time environments – Social, RTB
            •     Measurement -> Data Analytics
                                                            /                                           /
                                                         September
                                                                                                      March
                    /
                                                           2010
                                                                                       /              2011
                                              /
                                                                                /                                            /
                 September
                                       February                                                                     August
                   2009                                                        January
                                         2010                                                                        2011
                                                                                2011




         July
        2008                                                         2010                               April
                                                  June
  Nielsen releases its                                                                                  2011
                                                  2010            Online advertising
 first quarterly “Three
                                                                      overtakes
    Screen Report”,
      covering TV,           October              /              newspapers in U.S.                             /                September

                              2009                               (source: eMarketer)       February                                2011
  Internet, and mobile                                                                       2011

                               /                                                              /                                    /


                                                                10
Online Measurement Landscape Today               Online Ad
          Ad         Attribution /                Safety /
     Effectiveness    Analytics       Social    Verification




                           /

                           /
                 /
                         /
         /             Mobile
                                            /

                       Ratings          /
                           /
             /             /            /




                                 11
Highly Attractive Valuations in Online Measurement
                        Mobile                                                      Social
                                 Implied Ent. LTM Rev.                                       Implied Ent. LTM Rev.
Date       Acquirer / Target     Value ($MM)     Mult.        Date       Acquirer / Target   Value ($MM)     Mult.

02/23/10                                NA         NA         04/18/11                           $300.0        NA

12/22/09                                NA         NA         03/30/11                           $340.7        NA

05/28/08                              $43.7      4.41x        02/07/11                           $100.0     1.54x

06/27/07                                NA         NA         02/26/07                               NA        NA


             Web / Data Analytics                                                Survey / Other
                                 Implied Ent. LTM Rev.                                       Implied Ent. LTM Rev.
Date       Acquirer / Target     Value ($MM)     Mult.        Date       Acquirer / Target   Value ($MM)     Mult.

01/10/11                              $50.0      7.14x        02/14/11                             $237.7   2.02x

06/15/10                                NA         NA
                                                              10/06/09                                NA       NA
09/15/09                           $1,675.7      4.60x

03/03/08                              $75.0      5.03x        06/26/09                                NM      NM

10/25/07                             $381.8      5.10x
                                                              08/06/08                             $421.5   3.06x
04/19/07                             $240.0      6.00x

02/06/07                             $328.3      7.50x


                                                         12
M&A Case Studies: Obtaining Premium Valuation
                                 Implied
                               Enterprise   LTM Rev
Date       Acquirer   Target       Value     Multiple   Comments
                                                          Strengthened display
01/10/11                           $50.0       7.14x      media buying
                                                          opportunities with retail
                                                          clients


05/28/08                           $43.7       4.41x       Developing mobile
                                                          capabilities for cross-
                                                          media planning




03/03/08                           $75.0       5.03x      Added competitive
                                                          internet ratings




04/19/07                          $240.0       6.00x      Able to provide
                                                          internet intelligence to
                                                          its client base

                                       13
Who are the Big Acquirers?
  Acquirer         Targets                      Themes
 New Players
                                  • Leveraging strong publisher assets to
                                    solve publisher ROI challenges through
                                    data

                                  • Approaching from the biggest data
                                    challenges – marketing/advertising
                                    business intelligence

                                  • Coming at online measurement through
                                    strong consumer level data sets (CRM and
                                    Jigsaw)
Existing Players




                                  • Using M&A to as part of product and
                                    channel extension strategy




                             14
Measurement Technologies Will be Important to
 the Development of Real-Time Bidding
Rapidly growing market           >   Majority of impressions still relatively anonymous

    U.S. Exchange Traded
    Media Spending in $MM

                    Non-RTB
 $1,600
                    RTB                                                  • Measurement of
 $1,400                                                                   quality and
 $1,200                                                                   effectiveness will
                          $592
 $1,000                                                                   grow in importance

   $800                                   “Cookied”    Blind             • Stigma of low quality
   $600                                                                   will further increase
               $380
                                                                          importance of real
   $400                   $823
                                                                          time measurement
   $200        $353                                                       technologies
       $0
               2001       2010
Source: Forrester

                                                  15
Ad Effectiveness Solutions will Follow the $$ Up
the Funnel
             Brand
             Performance




                                                          Demand generation
          65%                         Share               Increased interest
                                      shift to            and innovation as
                                      digital             new digital $$ focus
                                                          earlier in the
                                                          purchase cycle

                                                        Demand fulfillment
                                                        Most innovation and
          35%                          29%              technology M&A at
                                       71%              this part of funnel


Traditional Media                  Digital Media



Source: Credit Agricole, Gridley

                                                   16
Social will Challenge the Status Quo in Both
Advertising and User Measurement
  Facebook controls a large part of the                      Brands are going directly to its
            adtech supply                                    consumers through Facebook

                                                                         Coca-Cola




           Rest of the                       Facebook
              Web
                                             (~30%)
                                                                                          Example of
                                                                                           Example of
                                                                                          Coke using
                                                                                           Coke using
                                                                                         Facebook to
                                                                                         Facebook to
                                                                                             elicit
                                                                                              elicit
                                                                    Massive
                                                                     Massive             feedback on
                                                                                          feedback on
                                                                    audience
                                                                    audience                 bottle
                                                                                             bottle
         Q1’11: 1.1 trillion impressions                                                    design
                                                                                             design




Source: Comscore Q1 estimates for U.S. Web, Facebook

                                                        17
Tremendous Promise with Mobile Given Unique
   Characteristics
                                      Newspapers,
                                      Magazines,
                Watch                 Books                            Measurement will be critical to achieve
          Camera
                                                                       scale by marketers
                                                      Computer
                                                                        ROI of Existing Mobile Marketing Campaigns

   GPS,                                                       Snail         Exceeded expectations
  Maps,                                                       Mail
Compass
                                                                                    8%
                                                                            Performed as expected
                                                                                           16%
                                                              Video
                                                                            Performed worse than expected
                                                              Camera
                                                                                 5%
    PDA                                                                     Far below expectations
                                                                                 5%
                                                                            Haven’t measured
                                                          Range                                                  34%
                                                          Finder            Don’t know
    Telephone                                                                                              29%



                                                    Game
             Credit Cards,                          Console
                                                                                Over 50% of campaigns
                  Identity                 Alarm
                                                                                lack any sort of measurement
                             Music         Clock
                             Player
     Source: eMarketer

                                                              18
Everything is Becoming Internet-Enabled

PC: 1990 -       VoIP: 1999 -   Mobile: 2008 -   Tablet: 2010 -   TV: 2012 ?         Car: 2013?




                                                              • Growing interest from brand
                                                                marketers to define ROI across
                                                                channels

       Offline                   Online                       • Data integration becoming
                                                                increasingly possible/seamless
                                                                as world become internet-
                                                                enabled




                                                 19
Convergence of Capabilities




                                          • Becoming hard to
    Mobile                Social            determine who is
                                            competitive as separate
                                            disciplines converge
                                          • Has major M&A
              Users                         implications

       Ad             Ad Safety /
  Effectiveness       Verification




                                     20
Advice to the Audience – Private Companies

• Unprecedented opportunity for new leadership

• Clear, differentiated capabilities are key

• Buyers will pay premiums for market leaders and experienced teams

• Scale and successful client case studies are key

• Watch for new buyers to emerge




                                               21
Advice to the Audience – Public Companies

• Traditional leaders – You are more vulnerable than you think

• Think strategically about innovation and M&A

• Tremendous value being created, competitive dynamics are changing

• Watch out for disruptive business models




                                         22
Advice to the Audience – VC / PE Investors

• "Jump In – The Water's Fine"

• Be careful about amount of $ invested

• $250MM+ exits aren't easy!

• Look for new strategic buyers to emerge

• Different companies require different exit strategies




                                           23
Questions?

       Linda Gridley
 Gridley & Company LLC
10 East 53rd Street, 24th Floor
    New York, NY 10022
      212.400.9720 tel
      212.400.9717 fax
     Twitter: @gridleyco
    www.gridleyco.com



            24

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OMMA Display 2011 -- Transformation of the Measurement Industry: How Much Can Be Attributed to M&A

  • 1. Transformation of the Measurement Industry: How Much Can be Attributed to M&A? November 7, 2011
  • 2. Introduction • Industry leaders today are facing a quickly changing landscape - Rate of change in industry among the highest in all of digital technology - Emergence of real time data collection and dissemination driving technology deeper into today’s solutions • Increasingly tough to compete with new, innovative entrants - Growing channels and use cases bringing new players to the market Unprecedented opportunity for new leaders to emerge 2
  • 3. Snapshot of the Web 10 Years Ago 143 million Americans (54%) Users spent seven hours per using the Internet week online (email, news, chat) Source: NTIA Source: Harris Interactive 41% of Americans using Social networks limited to mobile phones (voice only) forums, blogs, and chatrooms Source: CTIA 3
  • 4. Despite its Size, Online Advertising was Quite Underdeveloped U.S. Online Advertising Revenue ($ in billions) • Highly manual processes $8.0 • Little to no accurate measurement $7.1 methodology $7.0 $6.0 “…big advertisers still don't see the value of $5.0 the Internet yet," $4.0 Morgan Stanley analyst Michael Russell - July ’01 $3.0 $2.0 “… experts in the field now say that advertisers ought to forget about click-throughs… Online ads $1.0 aren't meant only to spawn direct sales.. They're also for establishing or burnishing a brand…” $0.0 BusinessWeek – July ‘01 2001 Source: IAB Internet Advertising Report, BusinessWeek 4
  • 5. Tried and True Methodologies Were Manual, Expensive and Hard to Scale Mall Intercepts / Interviews Focus Groups Mailed Surveys Random Digit Dialing Set Meters 5
  • 6. The Web Quickly Developed Scale and Use Time Spent on Doubling of U.S. Online Penetration Internet + Mobile Approaching TV 90% 79% 80% Mobile 70% 8% Radio 15% Newspaper 60% 5% 50% Internet 43% Magazines 23% 3% 40% 30% Other TV | Video 7% 20% 39% 10% 0% 2000 2010 Avg. hrs spent per week ~7hrs ~13hrs Source: ITU, Harris Interactive, comScore Source: eMarketer 6
  • 7. Fundamental Shifts in Usage Are Driving Need for New Measurement Methodologies Introduction of Social Networking ~8x growth in the Smartphone Creating Information at Scale U.S. eCommerce ($ in billions) $180.0 $164.6 25% 70% 23% $160.0 61% 60% $140.0 20% 50% $120.0 15% $100.0 40% $80.0 30% 10% $60.0 20% $40.0 5% $25.8 10% 8% $20.0 0% 0% 0% $0.0 2001 2010 2005 2010 2000 2010 Source: comScore Source: Pew Research Source: U.S. Census Bureau 7
  • 8. The Rapid Growth in Online Advertising Has Created Various Measurement Complexities On Site On Social Transaction Brand Platforms How are users behaving? How effective are my ads? How do I measure safety and effectiveness in blind environments? 8
  • 9. M&A Has Been Critical in Shaping Online Measurement • Key themes from 2000 – 2008: • Offline players buying online capabilities • Proprietary data sets became highest sought after • Realization of mobile potential, key players acquired mobile capabilities • Real time emerging as important factor in measurement / / July 2006 / May 2008 / / / / February October March January 2007 2007 2008 2005 January April 2006 April – June 2007 2008 June / / 2002 / / (Online Audience Measurement Assets) / 9
  • 10. M&A Has Been Critical in Shaping Online Measurement (cont’d) • Key themes from 2009 – today: • New entrants to the market with use cases beyond research – Adobe, IBM, Salesforce • Measurement in real time environments – Social, RTB • Measurement -> Data Analytics / / September March / 2010 / 2011 / / / September February August 2009 January 2010 2011 2011 July 2008 2010 April June Nielsen releases its 2011 2010 Online advertising first quarterly “Three overtakes Screen Report”, covering TV, October / newspapers in U.S. / September 2009 (source: eMarketer) February 2011 Internet, and mobile 2011 / / / 10
  • 11. Online Measurement Landscape Today Online Ad Ad Attribution / Safety / Effectiveness Analytics Social Verification / / / / / Mobile / Ratings / / / / / 11
  • 12. Highly Attractive Valuations in Online Measurement Mobile Social Implied Ent. LTM Rev. Implied Ent. LTM Rev. Date Acquirer / Target Value ($MM) Mult. Date Acquirer / Target Value ($MM) Mult. 02/23/10 NA NA 04/18/11 $300.0 NA 12/22/09 NA NA 03/30/11 $340.7 NA 05/28/08 $43.7 4.41x 02/07/11 $100.0 1.54x 06/27/07 NA NA 02/26/07 NA NA Web / Data Analytics Survey / Other Implied Ent. LTM Rev. Implied Ent. LTM Rev. Date Acquirer / Target Value ($MM) Mult. Date Acquirer / Target Value ($MM) Mult. 01/10/11 $50.0 7.14x 02/14/11 $237.7 2.02x 06/15/10 NA NA 10/06/09 NA NA 09/15/09 $1,675.7 4.60x 03/03/08 $75.0 5.03x 06/26/09 NM NM 10/25/07 $381.8 5.10x 08/06/08 $421.5 3.06x 04/19/07 $240.0 6.00x 02/06/07 $328.3 7.50x 12
  • 13. M&A Case Studies: Obtaining Premium Valuation Implied Enterprise LTM Rev Date Acquirer Target Value Multiple Comments Strengthened display 01/10/11 $50.0 7.14x media buying opportunities with retail clients 05/28/08 $43.7 4.41x Developing mobile capabilities for cross- media planning 03/03/08 $75.0 5.03x Added competitive internet ratings 04/19/07 $240.0 6.00x Able to provide internet intelligence to its client base 13
  • 14. Who are the Big Acquirers? Acquirer Targets Themes New Players • Leveraging strong publisher assets to solve publisher ROI challenges through data • Approaching from the biggest data challenges – marketing/advertising business intelligence • Coming at online measurement through strong consumer level data sets (CRM and Jigsaw) Existing Players • Using M&A to as part of product and channel extension strategy 14
  • 15. Measurement Technologies Will be Important to the Development of Real-Time Bidding Rapidly growing market > Majority of impressions still relatively anonymous U.S. Exchange Traded Media Spending in $MM Non-RTB $1,600 RTB • Measurement of $1,400 quality and $1,200 effectiveness will $592 $1,000 grow in importance $800 “Cookied” Blind • Stigma of low quality $600 will further increase $380 importance of real $400 $823 time measurement $200 $353 technologies $0 2001 2010 Source: Forrester 15
  • 16. Ad Effectiveness Solutions will Follow the $$ Up the Funnel Brand Performance Demand generation 65% Share Increased interest shift to and innovation as digital new digital $$ focus earlier in the purchase cycle Demand fulfillment Most innovation and 35% 29% technology M&A at 71% this part of funnel Traditional Media Digital Media Source: Credit Agricole, Gridley 16
  • 17. Social will Challenge the Status Quo in Both Advertising and User Measurement Facebook controls a large part of the Brands are going directly to its adtech supply consumers through Facebook Coca-Cola Rest of the Facebook Web (~30%) Example of Example of Coke using Coke using Facebook to Facebook to elicit elicit Massive Massive feedback on feedback on audience audience bottle bottle Q1’11: 1.1 trillion impressions design design Source: Comscore Q1 estimates for U.S. Web, Facebook 17
  • 18. Tremendous Promise with Mobile Given Unique Characteristics Newspapers, Magazines, Watch Books Measurement will be critical to achieve Camera scale by marketers Computer ROI of Existing Mobile Marketing Campaigns GPS, Snail Exceeded expectations Maps, Mail Compass 8% Performed as expected 16% Video Performed worse than expected Camera 5% PDA Far below expectations 5% Haven’t measured Range 34% Finder Don’t know Telephone 29% Game Credit Cards, Console Over 50% of campaigns Identity Alarm lack any sort of measurement Music Clock Player Source: eMarketer 18
  • 19. Everything is Becoming Internet-Enabled PC: 1990 - VoIP: 1999 - Mobile: 2008 - Tablet: 2010 - TV: 2012 ? Car: 2013? • Growing interest from brand marketers to define ROI across channels Offline Online • Data integration becoming increasingly possible/seamless as world become internet- enabled 19
  • 20. Convergence of Capabilities • Becoming hard to Mobile Social determine who is competitive as separate disciplines converge • Has major M&A Users implications Ad Ad Safety / Effectiveness Verification 20
  • 21. Advice to the Audience – Private Companies • Unprecedented opportunity for new leadership • Clear, differentiated capabilities are key • Buyers will pay premiums for market leaders and experienced teams • Scale and successful client case studies are key • Watch for new buyers to emerge 21
  • 22. Advice to the Audience – Public Companies • Traditional leaders – You are more vulnerable than you think • Think strategically about innovation and M&A • Tremendous value being created, competitive dynamics are changing • Watch out for disruptive business models 22
  • 23. Advice to the Audience – VC / PE Investors • "Jump In – The Water's Fine" • Be careful about amount of $ invested • $250MM+ exits aren't easy! • Look for new strategic buyers to emerge • Different companies require different exit strategies 23
  • 24. Questions? Linda Gridley Gridley & Company LLC 10 East 53rd Street, 24th Floor New York, NY 10022 212.400.9720 tel 212.400.9717 fax Twitter: @gridleyco www.gridleyco.com 24