to Rule 425 of the Securities Act of 1933
deemed filed pursuant to Rule 14a-12
Securities Exchange Act of 1934
Company: RiskMetrics Group, Inc.
File No.: 1-33928)
following communication was sent to MSCI Inc. clients on March 1,
delighted to announce today that MSCI Inc. has entered into a definitive merger
agreement with RiskMetrics Group, Inc., a leading provider of risk management
and corporate governance products and services to the global financial
community. This transaction will bring together a number of powerful
brands to create a global company dedicated to delivering world-class investment
decision support tools to a broad variety of financial institutions. From equity
indices through to multi-asset class risk management solutions and portfolio
management systems, the combined product offering will help clients make more
informed decisions throughout their investment process. Our combined global
company will also have a unique depth of client service and research staff
dedicated to working with you on a day-to-day basis.
believe the combination of MSCI’s expertise in equity portfolio risk models and
analytics, and RiskMetrics’ powerful multi-asset class risk management platform
will create a comprehensive portfolio risk management offering, which will
provide our clients with a seamless view of risk across the entire front and
companies have an in-depth understanding of the challenges facing their
respective clients and market segments. Together, we believe we will be able to
use that expertise to develop and deliver a much broader range of investment
decision tools, supported by superior client service and research
thought-leadership – all from one global provider.
merger is subject to customary closing conditions for transactions of this
nature. Until that time, both companies will be operating business as
usual. Should the merger be finalized, we will then issue additional
communications that outline the transition process to arrive at the goal of
becoming one company.
information on the transaction can be found in the joint press release at www.mscibarra.com.
Thank you for your continued confidence and
Information for Investors and Shareholders
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.
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.
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 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
document contains forward-looking statements. 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.