Purpose of Amendment
This Amendment No. 1 (this
Amendment
) amends and supplements the Solicitation/Recommendation Statement on Schedule
14D-9
filed by Reis, Inc. (the
Company
) with the Securities and Exchange Commission (the
SEC
) on September 13, 2018 (as amended and supplemented from time to time, and
including the documents annexed thereto or incorporated therein, the
Schedule
14D-9
).
The
Schedule
14D-9
relates to the tender offer by Moodys Analytics Maryland Corp., a Maryland corporation (
Purchaser
) and a wholly-owned subsidiary of Moodys Corporation, a Delaware
corporation (
Moodys
), to purchase all of the issued and outstanding shares of common stock, $0.02 par value per share (the
Shares
) of the Company. Purchaser offered, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated September 13, 2018, as it may be amended or supplemented from time to time (the
Offer to Purchase
), and the related Letter of Transmittal, as it may be amended or
supplemented from time to time (the
Letter of Transmittal
and, together with the Offer to Purchase, the
Offer
), to purchase all outstanding Shares at a price per Share of $23.00, to the holder in cash, without
interest, less any applicable withholding taxes (the
Offer Price
). The Offer is described in a Tender Offer Statement on Schedule TO filed with the SEC on September 13, 2018 by Moodys and the Purchaser (as it may be
amended or supplemented from time to time, the
Schedule TO
).
Except as otherwise set forth below, the information set forth in the
Schedule
14D-9
remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the
Schedule
14D-9.
This Amendment is being filed to reflect certain updates as reflected below.
Item 8.
|
Additional Information.
|
(a) Item 8 of the Schedule
14D-9
is hereby amended and supplemented by the addition of the
following
Legal Proceedings
section:
Legal Proceedings
On September 25, 2018, a putative stockholder of the Company filed a putative class action lawsuit in the United States District Court for the Southern
District of New York, captioned
Scarantino v. Reis, Inc., et al.
, Case No.
1:18-CV-08780
(the
Action
). The Action names as defendants the
Company, the individual members of the Company Board, Moodys and Purchaser and alleges that the defendants violated the Securities Exchange Act of 1934 insofar as the Schedule
14D-9
filed by the Company
on September 13, 2018 allegedly omits material information that purportedly renders the filing false and misleading. The Action seeks as relief, among other things, injunctive relief, rescissory damages, declaratory judgment, and an award
of plaintiffs fees and expenses. Defendants believe that the Action and allegations contained therein are entirely without merit. If additional similar complaints are filed, absent new or different allegations that are material, the
Company will not necessarily announce such additional filings.
2