Purpose of Amendment
This Amendment No. 3 (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
).
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.
The Company believes that the claims asserted in the Action are without merit and no supplemental disclosure is required under applicable law. However, in
order to avoid the risk of the Action delaying or adversely affecting the Merger and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, the Company has determined to voluntarily
supplement the Schedule
14D-9
as described in this Amendment. Nothing in this Amendment shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set
forth herein. To the contrary, the Company specifically denies all allegations in the Action that any additional disclosure was or is required.
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.
Supplemental Disclosures to Schedule
14D-9
in Connection with the Action
Item 3.
|
Past Contacts, Transactions, Negotiations and Agreement.
|
Item 3 of the Schedule
14D-9
is hereby amended and supplemented by adding the following section after the paragraph
under the heading
Director Compensation
on page 13:
Future Arrangements
It is possible that Continuing Employees, including certain executive officers, will enter into new compensation arrangements with Moodys
or the Surviving Corporation. Such arrangements may include agreements regarding future terms of employment, the right to receive equity or equity-based awards of Moodys, severance benefits and/or retention awards. There can be no assurance
that the applicable parties will reach an agreement on any new employment terms, and neither the Offer nor the Merger is conditioned upon any executive officer or director of the Company entering into any such agreement, arrangement or
understanding. For executive officers who are party to an employment agreement with the Company, or Reis Services, the terms of their employment agreement will continue to be in full force and effect following the Offer and Merger, unless the
executive, and the Surviving Corporation or Reis Services, as applicable, otherwise agree. The current terms and conditions of each executives employment agreement includes certain termination rights and severance entitlements, including the
right for the executive to terminate his employment for good reason (as defined in the applicable employment agreement) or for the Company, or Reis Services to terminate the executives employment without cause (as
defined in the applicable employment agreement). In light of the Merger, certain executives may have good reason to terminate their employment following the Effective Time, or the Surviving Corporation, or Reis Services, as applicable, may choose to
terminate an
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