Purpose of Amendment
This Amendment No. 4 (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.
|
The section entitled
Legal Proceedings
in Item 8 of the Schedule
14D-9,
which was added in Amendment
No. 1 to the Schedule
14D-9
filed on September 27, 2018, is hereby amended and restated as follows:
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.
On October 8, 2018, plaintiff filed a stipulation of dismissal of the Action based on his belief that the supplemental disclosures made by the Company in
Amendment No. 3 to the Schedule
14D-9
filed on October 3, 2018 mooted his claims. It is expected that plaintiffs individual claims will be dismissed with prejudice and his claims asserted on
behalf of a purported class of Reis stockholders will be dismissed without prejudice. The stipulation notes that plaintiffs counsel intends to assert a claim for mootness fees and expenses in connection with the Action and to seek court
intervention if the parties cannot resolve such claim, and Defendants have reserved all rights in response.