Moody’s Corporation (NYSE:MCO) and Reis, Inc. (NASDAQ:REIS)
announced today that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 with respect to Moody’s pending
acquisition of Reis expired at 11:59 p.m., Eastern Time, on
September 28, 2018.
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As previously announced on September 13, 2018, Moody’s
wholly-owned subsidiary, Moody’s Analytics Maryland Corp.,
commenced a tender offer to purchase all of the issued and
outstanding shares of common stock of Reis at a purchase price
of $23.00 per share, net to the seller in cash, without
interest and less any applicable withholding taxes. The tender
offer follows an announcement on August 30, 2018 that Moody’s and
Reis had entered into a definitive merger agreement for Moody’s to
acquire all outstanding shares of Reis in an all-cash transaction
valued at approximately $278 million. The transaction has been
approved by the Boards of Directors of both companies.
The expiration of the Hart-Scott-Rodino Act waiting period
satisfies one of the conditions of the completion of the tender
offer. Completion of the tender offer remains subject to other
customary closing conditions, including the tender of a majority of
the issued and outstanding shares of Reis common stock (other
than shares owned by Reis’s wholly-owned subsidiaries). The tender
offer period is scheduled to expire at 11:59 p.m., Eastern Time, on
October 12, 2018, unless extended or terminated earlier.
Complete terms and conditions of the tender offer can be found
in the Offer to Purchase, the related Letter of Transmittal and
certain other materials filed by Moody’s with the U.S. Securities
and Exchange Commission (SEC) on September 13, 2018, and available
at www.sec.gov. In addition, on September 13, 2018, Reis filed
a Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC relating to the tender offer.
Copies of the Offer to Purchase, the related Letter of
Transmittal and other materials related to the tender offer may be
obtained for free from the information agent, D.F. King & Co.,
Inc., toll-free at 877-732-3617. Banks and brokers may call the
information agent collect at 212-269-5550. The depositary for the
tender offer is American Stock Transfer & Trust Company,
LLC.
ABOUT MOODY'S CORPORATION
Moody's is an essential component of the global capital markets,
providing credit ratings, research, tools and analysis that
contribute to transparent and integrated financial markets. Moody’s
Corporation (NYSE: MCO) is the parent company of Moody's Investors
Service, which provides credit ratings and research covering debt
instruments and securities, and Moody's Analytics, which offers
leading-edge software, advisory services and research for credit
and economic analysis and financial risk management. The
corporation, which reported revenue of $4.2 billion in 2017,
employs approximately 12,300 people worldwide and maintains a
presence in 42 countries. Further information is available
at www.moodys.com.
ABOUT REIS
Reis provides commercial real estate (“CRE”) market information
and analytical tools to real estate professionals. Reis maintains a
proprietary database of information on all commercial properties in
metropolitan markets and neighborhoods throughout the U.S. This
information is used by CRE investors, lenders and other
professionals to make informed buying, selling and financing
decisions. In addition, Reis data is used by debt and equity
investors to assess, quantify and manage the risks of default and
loss associated with individual mortgages, properties, portfolios
and real estate backed securities. Reis currently provides its
information services to many of the nation’s leading lending
institutions, equity investors, brokers and appraisers.
For more information regarding Reis’s products and services,
visit www.reis.com and www.reisreports.com.
Additional Information and Where to Find It
This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
any shares of Reis or any other securities. A Tender Offer
Statement on Schedule TO, including an Offer to Purchase, the
related Letter of Transmittal and certain other materials, has been
filed with the SEC by Moody’s and its merger subsidiary, Moody’s
Analytics Maryland Corp., and a Solicitation/Recommendation
Statement on Schedule 14D-9 has been filed with the SEC by Reis.
The tender offer will only be made pursuant to the Offer to
Purchase, the related Letter of Transmittal and the other documents
filed as a part of the Schedule TO.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER
OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE RELATED
LETTER OF TRANSMITTAL AND THE OTHER TENDER OFFER MATERIALS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 FILED BY
REIS REGARDING THE OFFER, IN EACH CASE, AS THEY MAY BE AMENDED FROM
TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION WHICH
SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT
TO THE TENDER OFFER. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A
FREE COPY OF THESE STATEMENTS AND OTHER DOCUMENTS FILED WITH THE
SEC AT THE WEBSITE MAINTAINED BY THE SEC
AT WWW.SEC.GOV OR BY DIRECTING SUCH REQUESTS TO THE
INFORMATION AGENT FOR THE TENDER OFFER.
Forward-Looking Statements
Certain statements contained in this release are forward-looking
statements and are based on future expectations, plans and
prospects for Moody's business and operations that involve a number
of risks and uncertainties. The forward-looking statements and
other information in this release are made as of the date hereof
(except where noted otherwise), and Moody's undertakes no
obligation (nor does it intend) to publicly supplement, update or
revise such statements on a going-forward basis, whether as a
result of subsequent developments, changed expectations or
otherwise. Moody's is identifying certain factors, risks and
uncertainties that could cause actual results to differ, perhaps
materially, from those indicated by these forward-looking
statements. Those factors, risks and uncertainties include, but are
not limited to, credit market disruptions or economic slowdowns,
which could affect the volume of debt and other securities issued
in domestic and/or global capital markets; other matters that could
affect the volume of debt and other securities issued in domestic
and/or global capital markets, including regulation, credit quality
concerns, changes in interest rates and other volatility in the
financial markets such as that due to the U.K.’s referendum vote
whereby the U.K. citizens voted to withdraw from the EU; the level
of merger and acquisition activity in the U.S. and abroad; the
uncertain effectiveness and possible collateral consequences of
U.S. and foreign government actions affecting world-wide credit
markets, international trade and economic policy; concerns in the
marketplace affecting our credibility or otherwise affecting market
perceptions of the integrity or utility of independent credit
agency ratings; the introduction of competing products or
technologies by other companies; pricing pressure from competitors
and/or customers; the level of success of new product development
and global expansion; the impact of regulation as an NRSRO, the
potential for new U.S., state and local legislation and
regulations, including provisions in the Financial Reform Act and
regulations resulting from that Act; the potential for increased
competition and regulation in the EU and other foreign
jurisdictions; exposure to litigation related to our rating
opinions, as well as any other litigation, government and
regulatory proceedings, investigations and inquires to which
Moody's may be subject from time to time; provisions in the
Financial Reform Act legislation modifying the pleading standards,
and EU regulations modifying the liability standards, applicable to
credit rating agencies in a manner adverse to credit rating
agencies; provisions of EU regulations imposing additional
procedural and substantive requirements on the pricing of services
and the expansion of supervisory remit to include non-EU ratings
used for regulatory purposes; the possible loss of key employees;
failures or malfunctions of our operations and infrastructure; any
vulnerabilities to cyber threats or other cybersecurity concerns;
the outcome of any review by controlling tax authorities of Moody's
global tax planning initiatives; exposure to potential criminal
sanctions or civil remedies if Moody's fails to comply with foreign
and U.S. laws and regulations that are applicable in the
jurisdictions in which Moody's operates, including data protection
and privacy laws, sanctions laws, anti-corruption laws, and local
laws prohibiting corrupt payments to government officials; the
impact of mergers, acquisitions or other business combinations and
the ability of Moody's to successfully integrate acquired
businesses; currency and foreign exchange volatility; the level of
future cash flows; the levels of capital investments; and a decline
in the demand for credit risk management tools by financial
institutions. Other factors, risks and uncertainties relating to
our acquisition of Reis could cause our actual results to differ
materially from those indicated by these forward-looking
statements, including uncertainties as to how many of Reis’s
stockholders will tender their shares in the offer; the possibility
that competing offers will be made; risks relating to filings and
approvals relating to the acquisition; the expected timing of the
completion of the acquisition; the ability to complete the
acquisition considering the various closing conditions;
difficulties or unanticipated expenses in connection with
integrating Reis’s operations, products and employees into Moody’s
and the possibility that anticipated synergies and other benefits
of the acquisition will not be realized in the amounts anticipated
or will not be realized within the expected timeframe; risks that
the acquisition could have an adverse effect on the business of
Reis or its prospects, including, without limitation, on
relationships with vendors, suppliers or customers; claims made,
from time to time, by vendors, suppliers or customers; changes in
the global marketplace that have an adverse effect on the business
of Reis; and the accuracy of any assumptions underlying any of the
foregoing. These factors, risks and uncertainties as well as other
risks and uncertainties that could cause Moody’s actual results to
differ materially from those contemplated, expressed, projected,
anticipated or implied in the forward-looking statements are
described in greater detail under “Risk Factors” in Part I, Item 1A
of the Moody's annual report on Form 10-K for the year ended
December 31, 2017, the tender offer documents to be filed with the
SEC by Moody's and its acquisition subsidiary and the
solicitation/recommendation statement on Schedule 14D-9 to be filed
by Reis and other filings made by Moody's from time to time with
the SEC or materials incorporated herein or therein. Stockholders
and investors are cautioned that the occurrence of any of these
factors, risks and uncertainties may cause Moody's actual results
to differ materially from those contemplated, expressed, projected,
anticipated or implied in the forward-looking statements, which
could have a material and adverse effect on Moody's business,
results of operations and financial condition. New factors may
emerge from time to time, and it is not possible for Moody's to
predict new factors, nor can Moody's assess the potential effect of
any new factors on it.
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For Moody’sDorian Hare, 1 212-553-1349Vice President,
Investor Relationsdorian.hare@moodys.comorMichael Adler, 1
212-553-4667Senior Vice President, Corporate
Communicationsmichael.adler@moodys.comorFor ReisMark P.
Cantaluppi, 1 212-921-1122Vice President, Chief Financial
Officermark.cantaluppi@reis.comorIan Corydon, 1-310-571-9988Hayden
IRian@haydenir.com
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