UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE14D-9
(Rule14d-101)
Solicitation/Recommendation Statement
Under Section 14(D)(4) of the Securities Exchange Act of 1934
(Amendment No. 2)
REIS, INC.
(Name of Subject Company)
REIS, INC.
(Name of Person Filing Statement)
Common Stock, par value $0.02 per share
(Title of Class of Securities)
75936P105
(CUSIP Number of Class of Securities)
Mark P. Cantaluppi
Vice President, Chief Financial Officer
Reis, Inc.
1185 Avenue of the Americas
New York, New York 10036
(212)921- 1122
(Name, address and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)
With copies to:
Philip Richter, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212)859-4000
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Purpose of Amendment
This Amendment No. 2 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule14D-9 filed by Reis, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on September 13, 2018 (as amended and supplemented from time to time, and including the documents annexed thereto or incorporated therein, the “Schedule14D-9”).
The Schedule14D-9 relates to the tender offer by Moody’s Analytics Maryland Corp., a Maryland corporation (“Purchaser”) and a wholly-owned subsidiary of Moody’s Corporation, a Delaware corporation (“Moody’s”), to purchase all of the issued and outstanding shares of common stock, $0.02 par value per share (the “Shares”) of the Company. Purchaser offered, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 13, 2018, as it may be amended or supplemented from time to time (the “Offer to Purchase”), and the related Letter of Transmittal, as it may be amended or supplemented from time to time (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), to purchase all outstanding Shares at a price per Share of $23.00, to the holder in cash, without interest, less any applicable withholding taxes (the “Offer Price”). The Offer is described in a Tender Offer Statement on Schedule TO filed with the SEC on September 13, 2018 by Moody’s and the Purchaser (as it may be amended or supplemented from time to time, the “Schedule TO”).
Except as otherwise set forth below, the information set forth in the Schedule14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule14D-9. This Amendment is being filed to reflect certain updates as reflected below.
| Item 8. | Additional Information. |
Item 8 of the Schedule14D-9 is hereby amended and supplemented by adding the following paragraph after the first paragraph under the heading “Regulatory Approvals”:
“As of 11:59 p.m. New York City time, on September 28, 2018, the required fifteen (15) calendar day waiting period under the HSR Act applicable to the Offer and the Merger expired. Accordingly, the conditions to the Offer relating to the expiration or termination of the waiting period applicable to the consummation of the Offer and the Merger with respect to the HSR Act have been satisfied.”
| Item 9. | Exhibits. |
Item 9 of the Schedule14D-9 is hereby amended and supplemented by inserting the following exhibit thereto:
| (a)(5)(J) | Joint Press Release issued by Moody’s Corporation and Reis, Inc., dated as of October 1, 2018, announcing expiration of the waiting period under the HSR Act (incorporated herein by reference to Exhibit (a)(5)(D) to the Schedule TO) |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.
| REIS, INC. | ||||||
| Dated: October 1, 2018 | By: | /s/ Mark P. Cantaluppi | ||||
| Name: | Mark P. Cantaluppi | |||||
| Title: | Vice President, Chief Financial Officer | |||||
