NEW YORK--(BUSINESS WIRE)--
Moody's Corporation (NYSE:MCO) today announced a conditional open offer
to acquire up to 2,650,000 equity shares of ICRA Limited, a leading
provider of credit ratings and research in India. The offer is
conditional upon acquiring at least 2,149,101 equity shares, which would
increase Moody’s ownership stake from 28.5% to just over 50.0%. Full
acceptance of the offer would increase Moody’s ownership stake in ICRA
to approximately 55.0%.
The offer price, payable in cash, is INR 2,000 per share, which
represents a 25.9% premium to ICRA’s closing price on the National Stock
Exchange of India Limited (NSE) on February 21, 2014, and a 28.7% and
42.5% premium to the one-month and six-month trailing average stock
price, respectively. The offer price represents a 22.2% premium to
ICRA’s all-time closing high on the NSE of INR 1,637 per share on
December 31, 2013.
The tender period is expected to begin in April 2014, subject to
completion of a review of the transaction by Indian regulatory
authorities.
“This offer reaffirms Moody’s long-standing commitment to ICRA’s growth
and to the value it delivers to its shareholders. We look forward to
expanding and deepening our collaboration with ICRA as it provides
research and ratings for the growing domestic debt market in India as
well as other emerging markets in the region,” said Raymond McDaniel,
President and Chief Executive Officer of Moody’s.
Moody’s will fund the offer from international cash on hand.
ICRA, established in 1991, is one of the leading credit rating agencies
in India. Through its nine offices in India, ICRA's staff of over 1,000
provides credit ratings and analysis as well as information and other
professional services. Moody’s first purchased an ownership stake in
ICRA in 1998.
Further details can be found in the public announcement available at www.sebi.gov.in,
www.bseindia.com,
and www.nseindia.com.
A detailed public statement and letter of offer will be filed with the
relevant stock exchanges and the Securities Exchange Board of India.
The offer is being managed by Citigroup Global Markets India Private
Limited.
ABOUT MOODY'S CORPORATION
Moody's is an essential component of the global capital markets,
providing credit ratings, research, tools and analysis that contribute
to transparent and integrated financial markets. Moody's Corporation
(NYSE:MCO) is the parent company of Moody's Investors Service, which
provides credit ratings and research covering debt instruments and
securities, and Moody's Analytics, which offers leading-edge software,
advisory services and research for credit and economic analysis and
financial risk management. The Corporation, which reported revenue of
$3.0 billion in 2013, employs approximately 8,400 people worldwide and
maintains a presence in 31 countries. Further information is available
at www.moodys.com.
“Safe Harbor” Statement under the Private Securities Litigation
Reform Act of 1995
Certain statements contained in this release are forward-looking
statements and are based on future expectations, plans and prospects for
Moody’s business and operations that involve a number of risks and
uncertainties. Moody’s outlook for 2014 and other forward-looking
statements in this release are made as of February 7, 2014, and the
Company disclaims any duty to supplement, update or revise such
statements on a going-forward basis, whether as a result of subsequent
developments, changed expectations or otherwise. In connection with the
“safe harbor” provisions of the Private Securities Litigation Reform Act
of 1995, the Company is identifying certain factors that could cause
actual results to differ, perhaps materially, from those indicated by
these forward-looking statements. Those factors, risks and uncertainties
include, but are not limited to, the current world-wide credit market
disruptions and economic slowdown, which is affecting and could continue
to affect the volume of debt and other securities issued in domestic
and/or global capital markets; other matters that could affect the
volume of debt and other securities issued in domestic and/or global
capital markets, including credit quality concerns, changes in interest
rates and other volatility in the financial markets; the uncertain
effectiveness and possible collateral consequences of U.S. and foreign
government initiatives to respond to the economic slowdown; concerns in
the marketplace affecting our credibility or otherwise affecting market
perceptions of the integrity or utility of independent agency ratings;
the introduction of competing products or technologies by other
companies; pricing pressure from competitors and/or customers; the
impact of regulation as an NRSRO, the potential for new U.S., state and
local legislation and regulations, including provisions in the
Dodd-Frank Wall Street Reform and Consumer Protection Act and
anticipated regulations resulting from the law; the potential for
increased competition and regulation in the EU and other foreign
jurisdictions; exposure to litigation related to our rating opinions, as
well as any other litigation to which the Company may be subject from
time to time; provisions in the Dodd-Frank Act legislation modifying the
pleading standards, and EU regulations modifying the liability
standards, applicable to credit rating agencies in a manner adverse to
rating agencies; provisions of EU regulations imposing additional
procedural and substantive requirements on the pricing of services; the
possible loss of key employees; failures or malfunctions of our
operations and infrastructure; any vulnerabilities to cyber threats or
other cybersecurity concerns; the outcome of any review by controlling
tax authorities of the Company’s global tax planning initiatives; the
outcome of those legacy tax matters and legal contingencies that relate
to the Company, its predecessors and their affiliated companies for
which Moody’s has assumed portions of the financial responsibility; the
ability of the Company to successfully integrate acquired businesses;
currency and foreign exchange volatility; a decline in the demand for
credit risk management tools by financial institutions; and other risk
factors as discussed in the Company’s annual report on Form 10-K for the
year ended December 31, 2012 and in other filings made by the Company
from time to time with the Securities and Exchange Commission.

MEDIA:
Michael Adler, 212-553-4667
Senior Vice President
Corporate
Communications
michael.adler@moodys.com
or
INVESTOR
RELATIONS :
Salli Schwartz, 212-553-4862
Global Head of
Investor Relations
sallilyn.schwartz@moodys.com
Source: Moody's Corporation