Moody’s Corporation (NYSE:MCO) and Reis, Inc. (NASDAQ:REIS)
announce today that Moody’s wholly-owned subsidiary, Moody’s
Analytics Maryland Corp., successfully completed the previously
announced 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.
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The tender offer expired at 11:59 p.m., New York City time, on
October 12, 2018. The depositary for the tender offer has advised
that as of the expiration of the tender offer, a total of 9,800,276
shares of common stock of Reis were validly tendered and not
validly withdrawn in the tender offer (excluding shares with
respect to which notices of guaranteed delivery were delivered)
representing approximately 84.7% of Reis’s outstanding shares of
common stock. All of such shares have been accepted for payment in
accordance with the terms of the tender offer.
As a result of the tender offer, Moody’s now indirectly owns a
sufficient number of shares in Reis to complete a “short-form”
merger under applicable Maryland law without stockholder approval.
Upon completion of the merger, all outstanding shares of common
stock of Reis other than shares held by Moody’s, Moody’s Analytics
Maryland Corp., Reis, or any of their respective wholly-owned
subsidiaries will be canceled and converted into the right to
receive $23 per share in cash without interest thereon and less any
applicable withholding taxes. Moody’s expects to complete the
merger later today. In addition, in connection with the merger, the
common stock of Reis will cease to be traded on the NASDAQ Stock
Market.
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.
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 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 previously filed with the SEC by Moody's and its
acquisition subsidiary Moody’s Analytics Maryland Corp, as amended,
the solicitation/recommendation statement on Schedule 14D-9
previously filed by Reis, as amended, 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.comorHayden IRIan Corydon, 1
310-571-9988ian@haydenir.com
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