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EX-2.2 - EXHIBIT 2.2 - MSCI Inc. | dp16657_ex0202.htm |
EX-2.3 - EXHIBIT 2.3 - MSCI Inc. | dp16657_ex0203.htm |
EX-2.1 - EXHIBIT 2.1 - MSCI Inc. | dp16657_ex0201.htm |
EX-2.4 - EXHIBIT 2.4 - MSCI Inc. | dp16657_ex0204.htm |
8-K - FORM 8-K - MSCI Inc. | dp16657_8k.htm |
Exhibit 99.1
MSCI
Inc. to Acquire RiskMetrics Group, Inc.
Leaders
in risk management solutions, portfolio management tools and equity performance
indices join forces to create a preeminent provider of investment decision
support tools
New York – March 1,
2010 – MSCI Inc. (NYSE:
MXB), a leading global
provider of investment decision support tools, and RiskMetrics Group, Inc.
(NYSE: RISK), a leading provider of risk management and corporate governance
products and services to the global financial community, jointly announced today
that they have entered into a definitive merger agreement whereby MSCI will
acquire RiskMetrics in a cash and stock transaction valued at $21.75 per share
based on MSCI’s closing price of $29.98 per share on Friday, February 26, 2010,
or approximately $1.55 billion.
The transaction will unite two market
leaders and powerful brands including MSCI, Barra, and RiskMetrics, to create a
global, research-based, client-centric organization, dedicated to delivering
world class investment decision support tools to financial institutions
worldwide. The combined company would have approximately $750 million of
revenues and approximately 2,000 employees across 20
countries.
MSCI’s offer consists of $16.35 in cash
and 0.1802 shares of MSCI per share of RiskMetrics. The transaction is subject
to customary closing conditions, including approval by the shareholders of
RiskMetrics, the receipt by MSCI of the proceeds of the debt financing
for the transaction, antitrust
clearance and other customary regulatory approvals. The transaction
is currently expected to close in MSCI’s third fiscal quarter of
2010.
The transaction is expected to be
financed by existing cash and proceeds of debt. MSCI has received a
commitment letter from Morgan Stanley Senior Funding, Inc. for senior secured
credit facilities aggregating up to $1.375 billion, which would be available,
subject to customary conditions, to fund the cash consideration in the
acquisition, the refinancing of existing senior secured credit facilities of
MSCI and RiskMetrics and the ongoing working capital needs of MSCI and its
subsidiaries following the transaction.
“This deal marks a significant milestone
in our effort to become the leading provider of investment decision support
tools,” said Henry Fernandez, Chairman and CEO, MSCI Inc. “The combined scale,
complementary product capabilities and clients and extensive geographic
footprint of MSCI and RiskMetrics will drive significant cost-saving synergies
and revenue opportunities. RiskMetrics is the perfect match for MSCI and we are
very excited to welcome them to the MSCI family.”
“One of the key trends that has been
driving the growth of our analytics business is the increased need to
understand, measure, manage, and report risk. The combination of MSCI’s
expertise in portfolio equity risk models and analytics, and RiskMetrics’
powerful multi-asset class risk management platform creates a comprehensive,
best of breed portfolio risk management offering, which will provide our clients
with a seamless view of risk across the front and middle office,” added Mr.
Fernandez.
“This is a truly powerful
combination. This transaction with MSCI will benefit our investors,
clients and employees,” said Ethan Berman, Chief Executive Officer of
RiskMetrics Group. “Managing risk is critically important in
today’s
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financial markets. Our
clients will greatly benefit from the combined company’s expanded product range
and enhanced risk management offerings.”
The combined company will have an
attractive growth profile with a diversified revenue base, consisting
predominantly of recurring revenues. The strong cash flow and
financial position of the combined company should also facilitate further
investment throughout the business in terms of products, people and processes,
reinforcing the company’s well-established position within and across its
clients’ investment processes. In addition, the transaction is expected to
accelerate MSCI’s internal investment spending program, including the build-out
of MSCI’s portfolio management tools for fixed income managers and further
investment in financial indices, and creates the opportunity for an estimated
USD 50 million in cost synergies from duplicate areas such as platforms,
services and offices.
Approvals
and Anticipated Closing
The Boards of
Directors of both companies have approved the transaction. The closing of the
merger is expected to occur in MSCI’s third fiscal quarter of 2010, subject to
certain customary conditions, including approval by RiskMetrics’ stockholders,
the receipt by MSCI of the proceeds of the debt financing for the transaction,
and the receipt of antitrust clearance and other customary regulatory
approvals. In
connection with the transaction, Ethan Berman, the Chief Executive Officer of
RiskMetrics Group, and certain other RiskMetrics shareholders, have entered into
a voting agreement with MSCI pursuant to which they have agreed to vote, in the
aggregate, approximately 54% of the outstanding RiskMetrics shares in favor of
this transaction.
Advisors
Morgan Stanley
served as MSCI’s financial advisor, Davis Polk & Wardwell LLP provided legal
counsel to MSCI and UBS provided a fairness opinion to MSCI’s Board of
Directors. Morgan Stanley is also providing committed financing in
connection with the transaction. RiskMetrics’ financial advisor was Evercore
Group, L.L.C., and it was advised on legal matters by Kramer Levin Naftalis
& Frankel LLP.
Conference
Call Information
MSCI and
RiskMetrics will host a webcast for investors at 9:00 am Eastern Time on March
1, 2010. To hear the live event, visit the investor relations sections of either
of the two companies’ websites, http://ir.msci.com
and http://investor.riskmetrics.com
or dial 1-800-776-0420 within the United States. International callers dial 1-
913-312-1393. Please visit http://ir.msci.com
in order to download the accompanying presentation document for the
call.
An
audio recording of the conference call will be available on MSCI’s and
RiskMetrics’ websites approximately two hours after the conclusion of the live
event and will be accessible through March 8, 2010. To listen to the recording,
visit the investor relations sections of either of the two companies’ websites,
http://ir.msci.com
and http://investor.riskmetrics.com
or dial 1-888-203-1112 (passcode: 2487893) within the United
States. International callers dial 1-719-457-0820 (passcode:
2487893).
For
further information please contact:
Edings
Thibault, MSCI, New York, +1.212.804.5273
Sarah
Cohn, RiskMetrics, New York, +1.212.354.4643
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For
media enquiries, please contact:
Steve
Bruce, Abernathy MacGregor, New York, +1.212.371.5999
Sally
Todd, Penrose Financial, London, +44.20.7786.4888
About RiskMetrics
RiskMetrics is a leading provider of
risk management and corporate governance products and services to the global
financial community. By bringing transparency, expertise and access to the
financial markets, RiskMetrics helps investors better understand and manage the
risks inherent in their financial portfolios. RiskMetrics solutions address a
broad spectrum of risk across clients' financial assets. Headquartered in
New York with 20 global offices, RiskMetrics
serves some of the most prestigious institutions and corporations
worldwide.
About MSCI
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 58 equity and 49 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 will file
with the Securities and Exchange Commission (“SEC”) a registration statement on
Form S-4 that will include a proxy statement of RiskMetrics that also
constitutes a prospectus of MSCI. MSCI and RiskMetrics
also plan to 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 PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY 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, once such documents are filed with the SEC, 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 about the
directors and executive officers of RiskMetrics is set forth in its proxy
statement for its 2009
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annual meeting of
stockholders, which was filed with the SEC on April 29, 2009. Information about
the directors and executive officers of MSCI is set forth in its proxy statement
for its 2010 annual meeting of stockholders, which was filed with the SEC on
February 23, 2010. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with the SEC when
they become available.
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.
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