Moody’s Corporation (NYSE:MCO) announced on Saturday that its wholly-owned subsidiary, Moody’s Analytics Maryland Corp., has commenced the previously announced planned tender offer to acquire all outstanding shares of common stock of Reis, Inc. (NASDAQ:REIS) at a price of $23.00 per share, net to the seller in cash, without interest and less any applicable withholding taxes.
The tender offer follows an announcement on August 30, 2018 that Moody’s and Reis had entered into a definitive merger agreement for Moody’s to acquire all outstanding shares of Reis in an all-cash transaction valued at approximately $278 million. The transaction has been approved by the Boards of Directors of both companies.
The tender offer period is scheduled to expire at 11:59 PM, Eastern Time, on October 12, 2018, unless extended or terminated earlier.
The transaction is subject to customary closing conditions and regulatory approvals, including the tender of a majority of the issued and outstanding shares of Reis common stock (other than shares owned by Reis’s wholly-owned subsidiaries) and clearance under the Hart-Scott-Rodino Antitrust Improvements Act.
Moody’s has entered into tender and support agreements with certain Reis management stockholders under which they have committed to accept the tender offer and to tender all of their Reis shares, which represent approximately 18% of Reis’s issued and outstanding shares of common stock (excluding for these purposes any shares owned by Reis’s wholly-owned subsidiaries).
Complete terms and conditions of the tender offer can be found in the Offer to Purchase, the related Letter of Transmittal and certain other materials filed with the U.S. Securities and Exchange Commission (SEC) on September 13, 2018, and available at www.sec.gov. In addition, on September 13, 2018, Reis filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC relating to the tender offer.
Following completion of the tender offer, Moody’s will acquire all remaining shares of common stock of Reis (other than shares owned by any of Reis’s wholly-owned subsidiaries or by Moody’s or any of its subsidiaries) at the same price of $23.00 per share, net to the holder in cash, without interest and less any applicable withholding taxes, through a second-step merger whereby Reis will become a wholly-owned subsidiary of Moody’s. Upon consummation of the merger, shares of Reis’s common stock owned by any of Reis’s wholly-owned subsidiaries or by Moody’s or any of its subsidiaries shall be converted into fully paid and non-assessable shares of common stock, par value $0.01 per share, of the surviving corporation.
Copies of the Offer to Purchase, the related Letter of Transmittal and other materials related to the tender offer may be obtained for free from the information agent, D.F. King & Co., Inc., toll-free at 877-732-3617. Banks and brokers may call the information agent collect at 212-269-5550. The depositary for the tender offer is American Stock Transfer & Trust Co., LLC.