MSCI Voluntarily Provides DOJ Additional Time for Acquisition Review
12 Abril 2010 - 8:10AM
Business Wire
MSCI Inc. (NYSE: MXB) today announced it has voluntarily
withdrawn and will refile its pre-merger notification and report
form under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (HSR Act), relating to its pending acquisition of
RiskMetrics Group, Inc. (NYSE: RISK). The refiling is a procedural
step to provide the staff at the Antitrust Division of the United
States Department of Justice (DOJ) with an additional 30 days
following the refiling to review the information submitted by MSCI
and RiskMetrics. MSCI expects to refile its pre-merger notification
and report effective April 14, 2010, which would mean that the new
waiting period under the HSR Act would expire at 11:59 p.m., New
York City time, on May 14, 2010, unless terminated earlier or
extended by request for additional information. MSCI remains
committed to working cooperatively with the DOJ as it conducts its
review of the proposed transactions and continues to expect to
close the transaction in MSCI’s third fiscal quarter of 2010.
About MSCI Inc.
MSCI Inc. is a leading provider of investment decision support
tools to investment institutions worldwide. MSCI Inc. products
include indices and portfolio risk and performance analytics for
use in managing equity, fixed income and multi-asset class
portfolios.
The Company’s flagship products are the MSCI International
Equity Indices, which include over 120,000 indices calculated daily
across more than 70 countries, and the Barra risk models and
portfolio analytics, which cover 56 equity and 46 fixed income
markets. MSCI Inc. is headquartered in New York, with research and
commercial offices around the world. MXB#IR
Important Information for Investors and Shareholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. MSCI has filed with the Securities and
Exchange Commission (“SEC”) a registration statement on Form S-4
that includes a preliminary proxy statement of RiskMetrics that
also constitutes a preliminary prospectus of MSCI. The registration
statement has not yet become effective. MSCI and RiskMetrics may
file other documents with the SEC regarding the proposed
transaction. A definitive proxy statement/prospectus will be mailed
to stockholders of RiskMetrics. INVESTORS AND SECURITY HOLDERS
OF MSCI AND RISKMETRICS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION.
Investors and stockholders will be able to obtain free copies of
the proxy statement/prospectus and other documents containing
important information about MSCI and RiskMetrics through the
website maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by MSCI will be available free of
charge on MSCI’s internet website at www.mscibarra.com or by
contacting MSCI’s Investor Relations Department at 866-447-7874.
Copies of the documents filed with the SEC by RiskMetrics will be
available free of charge on RiskMetrics’ internet website at
www.riskmetrics.com or by contacting RiskMetrics’ Investor
Relations Department at 212-354-4643
MSCI, RiskMetrics, their respective directors and certain of
their executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of RiskMetrics in
connection with the proposed transaction. Information regarding the
persons who may, under the rules of the SEC, be deemed participants
in the proxy solicitation is set forth in the preliminary proxy
statement/prospectus filed with the SEC. You can find information
about the directors and executive officers of RiskMetrics in
RiskMetrics’ proxy statement for its 2009 annual meeting of
stockholders, which was filed with the SEC on April 29, 2009. You
can find information about the directors and executive officers of
MSCI in MSCI’s proxy statement for its 2010 annual meeting of
stockholders, which was filed with the SEC on February 23,
2010.
Forward-Looking Statements
This document 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 MSCI’s, RiskMetrics and the combined
company’s 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 statements. In some cases, you can
identify forward-looking statements by the use of words such as
“may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,”
“believe,” “estimate,” “predict,” “potential,” or “continue” or the
negative of these 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 MSCI’s, RiskMetrics and the
combined company’s control and that could materially affect actual
results, levels of activity, performance, or achievements. Such
risks, uncertainties and factors include, but are not limited to:
the risk that a condition to closing of the proposed merger may not
be satisfied; the risk that a regulatory approval that may be
required for the proposed merger is not obtained or is obtained
subject to conditions that are not anticipated; the failure to
consummate or delay in consummating the proposed merger for other
reasons; the combined company’s ability to achieve the synergies
and value creation contemplated by the proposed merger; the
combined company’s ability to promptly and effectively integrate
the businesses of RiskMetrics and MSCI; and the diversion of
management time on merger-related issues.
Other factors that could materially affect MSCI’s, RiskMetrics
and the combined company’s 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 SEC on January 29, 2010, in RiskMetrics’ December 31, 2009
Annual Form 10-K which was filed with the SEC on February 24, 2010
and in their respective quarterly reports on Form 10-Q and current
reports on Form 8-K. If any of these risks or uncertainties
materialize, or if MSCI’s or RiskMetrics’ underlying assumptions
prove to be incorrect, actual results may vary significantly from
what MSCI or RiskMetrics projected. Any forward-looking statement
in this release reflects MSCI’s or RiskMetrics’ current views with
respect to future events and is subject to these and other risks,
uncertainties and assumptions relating to MSCI’s or RiskMetrics’
operations, results of operations, growth strategy and liquidity.
MSCI and RiskMetrics 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.
For further information on MSCI Inc. or our products please
visit www.mscibarra.com.
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