Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Verisk Analytics, Inc. | dp54276_ex9901.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report:
(Date of earliest event reported)
March 10, 2015
_________________________________
VERISK ANALYTICS, INC.
(Exact name of registrant as specified in its charter)
|
Delaware
(State or other jurisdiction
of incorporation)
|
001-34480
(Commission File Number)
|
26-2994223
(IRS Employer
Identification No.)
|
|
545 Washington Boulevard
Jersey City, New Jersey 07310
(Address of principal executive offices and zip code)
|
(201) 469-2000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
|
Item 7.01. Regulation FD Disclosure.
On March 10, 2015, Verisk Analytics, Inc. (the “Company”) issued a press release announcing it has signed a definitive agreement to acquire Wood Mackenzie Limited (“Wood Mackenzie”) from Hellman & Friedman LLC and other Wood Mackenzie shareholders. The transaction is expected to close during the second quarter of 2015, subject to the completion of customary closing conditions, including receipt of regulatory approvals.
A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. All information in the press release is furnished but not filed.
|
Item 9.01(d).
|
Exhibits.
|
|
Exhibit 99.1
|
Press Release dated March 10, 2015.
|
Cautionary Statement Regarding Forward-Looking Statements
Statements contained herein regarding the proposed transaction involving Wood Mackenzie, the expected timetable for completing the transaction, the potential benefits of the transaction, and other statements about management’s future expectations, beliefs, goals, plans or prospects constitute forward looking statements. The Company has tried to identify these forward looking statements by using words such as “expect,” “anticipate,” “estimate,” “plan,” “will,” “would,” “should,” “forecast,” “believe,” “guidance,” “projection” or similar expressions, but these words are not the exclusive means for identifying such statements. The Company cautions that a number of risks, uncertainties and other important factors could cause the Company’s actual results, performance and achievements to differ materially from those expressed in, or implied by, the forward-looking statements, including, without limitation, uncertainties as to the timing of the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement; the inability to complete the transaction due to the failure to satisfy the conditions to completion of the transaction, including the necessary regulatory approvals; the disruption of management’s attention from the Company’s ongoing business operations due to the transaction; the effect of the announcement of the transaction on the Company’s relationships with its customers, operating results and business generally; the effects of local and national economic, credit and capital market conditions; and other risk factors set forth from time to time in the Company’s other filings with the SEC, including the disclosures under “Risk Factors” in those filings. Except as expressly required by the federal securities laws, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances or future events or for any other reason.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Company | ||||||
|
Date: March 10, 2015
|
By: | /s/ Kenneth E. Thompson | ||||
| Name: | Kenneth E. Thompson | |||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||
EXHIBIT INDEX
|
Exhibit No.
|
Description
|
|
Exhibit 99.1
|
Press Release dated March 10, 2015.
|