MSCI Completes Acquisition of RiskMetrics
June 01 2010 - 10:39AM
Business Wire
MSCI Inc. (NYSE: MXB), a leading global provider of investment
decision support tools, including indices and portfolio risk and
performance analytics, today announced that it has completed its
acquisition of RiskMetrics Group, Inc. Under the terms of the
transaction, each outstanding share of RiskMetrics common stock not
held by MSCI, RiskMetrics or any of their subsidiaries has been
converted into the right to receive a combination of 0.1802 of a
share of MSCI’s Class A common stock and $16.35 in cash, without
interest.
“Today, we take another significant step forward in our ambition
to become the leading provider of mission-critical investment
decision support tools to investors globally,” said Henry
Fernandez, Chairman and CEO of MSCI. “The addition of RiskMetrics
greatly expands our capabilities in the high growth, high margin
business of multi-asset class risk management analytics. Recent
events continue to demonstrate the importance of managing risk in
today’s financial markets and our clients will benefit from our
company’s expanded product range and enhanced risk management
offerings.”
“MSCI now has annualized revenues of more than $750 million and
more than 2,000 employees worldwide. Our increased scale and scope
will enable us to invest more in developing new products and
capabilities for our clients which should, in turn, lead to
additional growth for our shareholders,” added Mr. Fernandez.
In conjunction with the acquisition of RiskMetrics Group, Inc.,
MSCI also announced that it has raised $1.375 billion of debt
financing, including a $1.275 billion term loan and a $100 million
undrawn revolving credit facility. The additional capital was used
to fund the acquisition of RiskMetrics as well as to repay all
prior outstanding terms loans of both MSCI and RiskMetrics.
For RiskMetrics Shareholders
MSCI has appointed Mellon Shareowner Services as exchange agent
in connection with the merger. RiskMetrics registered stockholders
with questions regarding the exchange of their RiskMetrics common
stock for the merger consideration should contact Mellon Shareowner
Services at 1-800-777-3674 (toll free) or 1-201-680-6579 (outside
of the U.S.). Additional information will also be mailed to
RiskMetrics registered stockholders. RiskMetrics stockholders who
hold stock through a broker or bank should receive information
regarding the exchange or conversion of their shares from the party
holding their shares.
About MSCI Inc.
MSCI Inc. is a leading provider of investment decision support
tools to investors globally, including asset managers, banks, hedge
funds and pension funds. MSCI Inc. products and services include
indices, portfolio risk and performance analytics, and governance
tools.
The company’s flagship product offerings are: the MSCI indices
which include over 120,000 daily indices covering more than 70
countries; Barra portfolio risk and performance analytics covering
global equity and fixed income markets; RiskMetrics market and
credit risk analytics; ISS out-sourced proxy research, voting and
vote reporting services; CFRA forensic accounting risk research,
legal/regulatory risk assessment, and due-diligence; and FEA
valuation models and risk management software for the energy and
commodities markets. MSCI Inc. is headquartered in New York, with
research and commercial offices around the world. MXB#IR
For further information on MSCI Inc. or our products please
visit www.msci.com.
Forward-Looking Statements
This release contains forward-looking statements. These
statements relate to future events or to future financial
performance and involve known and unknown risks, uncertainties and
other factors that may cause our actual results, levels of
activity, performance, or achievements to be materially different
from any future results, levels of activity, performance, or
achievements expressed or implied by these forward-looking
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statements by the use of words such as “may,” “could,” “expect,”
“intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,”
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terms or other comparable terminology. You should not place undue
reliance on forward-looking statements because they involve known
and unknown risks, uncertainties and other factors that are, in
some cases, beyond our control and that could materially affect
actual results, levels of activity, performance, or
achievements.
Other factors that could materially affect actual results,
levels of activity, performance or achievements can be found in
MSCI's Annual Report on form 10-K for the fiscal year ended
November 30, 2009 and filed with the Securities and Exchange
Commission on January 29, 2010, the Registration Statement on Form
S-4 filed with the Securities and Exchange Commission on April 2,
2010 and in quarterly reports on form 10-Q and current reports on
form 8-K. If any of these risks or uncertainties materialize, or if
our underlying assumptions prove to be incorrect, actual results
may vary significantly from what we projected. Any forward-looking
statement in this release reflects our current views with respect
to future events and is subject to these and other risks,
uncertainties and assumptions relating to our operations, results
of operations, growth strategy and liquidity. We assume no
obligation to publicly update or revise these forward-looking
statements for any reason, whether as a result of new information,
future events, or otherwise.
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