Purpose of Amendment
This Amendment No. 5 (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.
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Additional Information.
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Item 8 of the Schedule
14D-9,
is hereby amended and supplemented by inserting a new section entitled
Final
Results of the Offer
immediately prior to the section entitled
Cautionary Note Regarding Forward-Looking Statements
as follows:
Final Results of the Offer
The Offer
expired at 11:59 p.m., Eastern Time, on October 12, 2018 (the
Expiration Time
). As of the Expiration Time, a total of 9,800,276 Shares (excluding Shares with respect to which notices of guaranteed delivery were delivered) of
the Company had been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 84.7% of the issued and outstanding Shares of the Company (excluding for purposes of determining such percentage all Shares held by the
Company, Moodys or any of their respective subsidiaries). In addition, as of the Expiration Time, notices of guaranteed delivery have been delivered with respect to 41,983 additional Shares, representing approximately 0.4% of the outstanding
Shares as of the expiration of the Offer (excluding for purposes of determining such percentage all Shares held by the Company, Moodys or any of their respective subsidiaries). The number of Shares validly tendered and not validly withdrawn
pursuant to the Offer satisfied the minimum tender condition to the Offer, and all other conditions to the Offer were satisfied. Purchaser accepted for purchase and exchange payment all such Shares validly tendered and not validly withdrawn
(excluding Shares with respect to which notices of guaranteed delivery were delivered).
As a result of its acceptance of the Shares tendered in the
Offer, Purchaser now owns a sufficient number of Shares to complete the Merger pursuant to the Merger Agreement without a meeting of the Company stockholders in accordance with Section 3-106.1 of the Maryland General Corporations Law. At the
Effective Time, each Share issued and outstanding immediately before the Effective Time, other than Shares owned by the Company, Moodys or any of their respective subsidiaries, will be automatically canceled and converted into the right to
receive $23.00 per Share in cash, without interest and less any applicable withholding taxes.
On October 15, 2018, Moodys and the Company
issued a joint press release announcing the expiration and results of the Offer. The full text of the press release is attached as Exhibit (a)(5)(K) to this Amendment and is incorporated herein by reference.
Item 9 of the Schedule
14D-9
is hereby amended and supplemented by inserting the following exhibit thereto:
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(a)(5)(K)
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Joint Press Release of Moodys Corporation and Reis, Inc., dated as of October 15, 2015, announcing the expiration and results of the Offer (incorporated herein by reference to Exhibit (a)(5)(E) to the Schedule
TO).
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