Investigation Overview
An investigation on behalf of investors, who currently hold shares of Reis, Inc. (NASDAQ: REIS), was announced concerning whether the takeover of Reis, Inc. by Moodys Corporation is unfair to NASDAQ: REIS stockholders.
The investigation by a law firm concerns whether certain officers and directors of Reis, Inc. breached their fiduciary duties owed to NASDAQ: REIS investors in connection with the proposed acquisition.
On August 30, 2018, Moodys Corporation (NYSE:MCO) and Reis, Inc. (NASDAQ:REIS) announced that they have entered into a merger agreement for Moodys to acquire all outstanding shares of Reis in an all-cash transaction valued at approximately $278 million. Under the terms of the merger agreement, Moodys will commence a tender offer to acquire all issued and outstanding shares of Reis common stock for $23.00 per share in cash.
However, given that Moodys has already also entered into tender and support agreements with certain Reis management stockholders under which they have committed to accept the tender offer and to tender all of their Reis shares, which represent approximately 18% of Reiss issued and outstanding shares, the investigation concerns whether the offer is unfair to Reis, Inc. (NASDAQ: REIS stockholders. More specifically, the investigation concerns whether the Reis, Inc. (NASDAQ: REIS Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Shares of Reis, Inc. (NASDAQ: REIS) reached as high as $24.00 per share in July 2018.