MSCI and RiskMetrics Announce Early Termination of Hart-Scott-Rodino Waiting Period for Pending Merger
17 Mayo 2010 - 6:00AM
Business Wire
MSCI Inc. (NYSE: MXB) and RiskMetrics Group, Inc. (NYSE: RISK)
today announced that on May 14, 2010 the Federal Trade Commission
granted early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
relating to MSCI’s pending acquisition of RiskMetrics. The proposed
merger transaction remains subject to other customary closing
conditions, including the approval of RiskMetrics’ stockholders.
The special meeting of RiskMetrics stockholders to vote on the
proposed merger transaction currently is scheduled to be held on
Thursday, May 27, 2010 with the closing of the merger expected
during the first week of June.
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 59 equity and 48 fixed income
markets. MSCI Inc. is headquartered in New York, with research and
commercial offices around the world.
About RiskMetrics Group, Inc.
RiskMetrics Group is a leading provider of risk management and
corporate governance products and services to participants in the
global financial markets. By bringing transparency, expertise and
access to the financial markets, RiskMetrics Group helps investors
better understand and manage the risks associated with their
financial holdings. Our solutions address a broad spectrum of risk
across our clients’ financial assets. Headquartered in New York
with 20 global offices, RiskMetrics Group services some of the most
prestigious institutions and corporations worldwide.
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 definitive proxy statement of RiskMetrics,
dated April 27, 2010, and that also constitutes a prospectus of
MSCI. On or about April 28, 2010, RiskMetrics began mailing the
definitive proxy statement/ prospectus to RiskMetrics stockholders
of record as of the close of business on April 26, 2010. MSCI and
RiskMetrics have also filed, and intend to continue to file,
additional relevant materials with the SEC regarding the proposed
transaction. INVESTORS AND SECURITY HOLDERS OF MSCI AND
RISKMETRICS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND
IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION.
Investors and stockholders may obtain free copies of the
definitive 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 are 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 are
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 definitive proxy statement/prospectus filed
with the SEC. You can find information about the directors and
executive officers of RiskMetrics in RiskMetrics’ Annual Report on
Form 10-K/A, which was filed with the SEC on April 30, 2010. 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 and Form 10-K/A which were filed with the SEC on
February 24, 2010 and April 30, 2010, respectively, 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.
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