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If you are a currently a long term investor in shares of RiskMetrics Group, Inc. (NYSE:RISK) and / or if you have additional information relating the investigation, have certain options and should contact the Shareholders Foundation.
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To have your information reviewed for options and to receive notifications about this investigation, please send an email to mail@shareholdersfoundation.com, or call us at (858) 779-1554.
Investigation Overview
An investigation on behalf of current long term shareholders in RiskMetrics Group, Inc. (Public, NYSE:RISK) over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover was announced.
The investigations by law firms focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of RiskMetrics Group arising out of their attempt to sell RiskMetrics Group, Inc. to MSCI Inc. On March 10, 2010, RiskMetrics Group, Inc. (NYSE: RISK) and MSCI Inc. (NYSE: MXB) announced that they have entered into a definitive merger agreement whereby MSCI Inc. (MSCI) will acquire RiskMetrics Group, Inc. (RiskMetrics) in a cash and stock transaction valued at $21.75 per share based on MSCIs closing price of $29.98 per share on Friday, February 26, 2010, or at a transaction value of approximately $1.55 billion.
MSCIs offer consists of $16.35 in cash and 0.1802 shares of MSCI per share of RiskMetrics.
According to one investigation by a law firm the transaction appears to be unfair to current investors of RiskMetrics Group, Inc. (Public, NYSE:RISK) because the offer is grossly unfair, inadequate, and substantially below the fair or inherent value of RISK shares.
Shares of RiskMetrics Group, Inc. (NYSE:RISK) traded after the announcement at $21.23 per share, and at $18.71 per share the trading day before the news. RISK shares on September 19, 2008 $24.25 per share, and on August 11, 2008 $25.55 per share.
The investigation concerns, among other things, whether the consideration to be paid to RiskMetrics shareholders is grossly unfair, inadequate, and substantially below the fair or inherent value of RiskMetrics. The investigation further concerns whether the directors of RiskMetrics may have breached their fiduciary duties by not acting in RiskMetrics shareholders' best interests in connection with the sale process of RiskMetrics and whether the Company may not have adequately shopped itself around before entering into this transaction and, pursuant to the proposed transaction, MSCI Inc. may be underpaying for RiskMetrics Group, Inc. (RISK), thus unlawfully harming RISK shareholders.
RiskMetrics Group, Inc. reported in 2007 Total Revenue of $240.30million with a Net Income of $2.4million, in 2008 Total Revenue of $296.39million, and in 2009 Total Revenue of $303.36million with a Net Income of $31.13million.
