SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 or 15(d) of
The
Securities Exchange Act of 1934
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Date
of report (Date of earliest event reported): May 27,
2010
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MSCI
Inc.
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(Exact
Name of Registrant
as
Specified in Charter)
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Delaware
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(State
or Other Jurisdiction of Incorporation)
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001-33812
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13-4038723
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(Commission
File Number)
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(IRS
Employer Identification No.)
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88
Pine Street, New York, NY
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10005
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212)
804-3900
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last Report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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x
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 8.01. Other Events
On May 27, 2010, MSCI Inc. (the “Company”) and RiskMetrics
Group, Inc. (“RiskMetrics”) issued a joint
press release announcing that the stockholders of RiskMetrics approved the
adoption of the Agreement and Plan of Merger (the “Merger Agreement”) dated as of
February 28, 2010 among RiskMetrics, the Company and Crossway Inc. (“Merger Sub”), a wholly owned
subsidiary of the Company, at the special meeting of stockholders of RiskMetrics
held on May 27, 2010. Under the terms of the Merger Agreement, Merger
Sub will merge with and into RiskMetrics, with
RiskMetrics continuing as the surviving corporation and a wholly owned
subsidiary of the Company.
A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated by reference into this Item
8.01.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
99.1
Joint Press Release of MSCI Inc. and RiskMetrics Group, Inc. dated May 27,
2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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MSCI
Inc.
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Date:
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May
27, 2010
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By:
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/s/
Henry Fernandez
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Name:
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Henry
Fernandez
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Title:
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Chief
Executive Officer
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INDEX
TO EXHIBITS
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Exhibit
No.
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Description
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99.1
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Joint
Press Release of MSCI Inc. and RiskMetrics Group, Inc. dated May 27,
2010
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4
Exhibit 99.1
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MSCI and RiskMetrics
Announce
RiskMetrics
Stockholder Approval of MSCI/RiskMetrics
Merger
New York –
May
27,
2010 – MSCI Inc. (NYSE:
MXB) and RiskMetrics Group, Inc. (NYSE: RISK) today jointly announced that
the stockholders of RiskMetrics approved the adoption of the merger agreement
among RiskMetrics, MSCI and Crossway, Inc., a wholly owned subsidiary of MSCI,
pursuant to which Crossway will be merged with and into RiskMetrics, with
RiskMetrics continuing as the surviving corporation and a wholly owned
subsidiary of MSCI. More than 99% of the votes cast and over 88% of
the outstanding shares of RiskMetrics common stock as of the record date for the
meeting voted in favor of the proposal.
The transaction, which remains subject
to customary closing conditions, is expected to close on June 1,
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 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.
For
further information please contact:
Edings
Thibault, MSCI, New York, +1.212.804.5273
Jennifer
Short, RiskMetrics, New York, +1.212.981.7413
For
media enquiries, please contact:
Steve
Bruce, Abernathy MacGregor, New York, +1.212.371.5999
Sally
Todd, Penrose Financial, London, +44.20.7786.4888
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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