Vestar Capital Partners to Acquire Institutional Shareholder Services from MSCI in $364 Million Transaction

  Vestar Capital Partners to Acquire Institutional Shareholder Services from
  MSCI in $364 Million Transaction

 Transaction Underscores Increasing Importance of Global Corporate Governance

Business Wire

ROCKVILLE, Md. & NEW YORK -- March 18, 2014

Institutional Shareholder Services Inc. (“ISS”), a leading provider of
corporate governance solutions to the global financial community, today
announced its parent company, MSCI Inc. (NYSE: MSCI), had entered into a
definitive agreement with Vestar Capital Partners (“Vestar“), pursuant to
which Vestar has agreed to acquire ISS for $364 million. The transaction is
expected to close in the second quarter, subject to customary closing
conditions.

ISS will operate independently once the transaction is completed. The current
ISS executive team will remain in place.

"With Vestar’s support, the management team looks forward to advancing ISS‘
long-standing mission of providing world-class corporate governance solutions
in an independent and transparent manner," said Gary Retelny, President of
ISS. "Clients will continue to see expanded product offerings, innovative
solutions, and the same high level of service that ISS has delivered to
institutional investors, corporations, and governance practitioners globally
for nearly three decades."

Also commenting on the transaction, Vestar Capital Partners‘ Robert L. Rosner,
Founding Partner and Co-President, said ISS‘ position in the industry, future
prospects, and strong management team appealed significantly to the New
York-based private equity firm.

"This transaction underscores our belief in the importance of corporate
governance and ISS‘ leadership position within the industry. ISS is a market
leader in providing corporate governance solutions, with strong client
retention rates and a powerful commitment to operating impartially. We fully
support the ISS management team and its focus on innovation and providing
unrivaled client service," said Rosner.

MSCI acquired ISS in 2010 as part of its acquisition of RiskMetrics Group. ISS
currently has close to 700 employees operating across 15 global offices in 10
countries. Its 1,700 clients include institutional investors, who rely on ISS‘
objective and impartial proxy research and data to vote portfolio holdings, as
well as corporations focused on governance risk mitigation as a
shareholder-value enhancing measure.

Morgan Stanley acted as financial advisor and Davis Polk & Wardwell LLP acted
as legal advisor to MSCI on the transaction. Simpson Thacher & Bartlett LLP
served as legal advisor to Vestar Capital Partners.

About ISS

ISS, founded in 1985 as Institutional Shareholder Services Inc., is the
world's leading provider of proxy advisory and corporate governance solutions
to financial market participants. ISS' services include objective proxy
research and analysis, end-to-end proxy voting and distribution solutions,
turnkey securities class-action claims management, and reliable governance
data and modeling tools. Clients rely on ISS' expertise to help them make
informed corporate governance decisions. For more information, please visit
www.issgovernance.com.

About Vestar Capital Partners

Vestar Capital Partners is a leading U.S. middle market private equity firm
specializing in management buyouts and growth capital investments. Vestar
invests and collaborates with incumbent management teams and private owners in
a creative, flexible and entrepreneurial way to build long-term enterprise
value.

Vestar is targeting equity investments in the range of $50 million to $150
million in U.S. based middle-market companies with enterprise values ranging
from $250 million to $1 billion. Vestar has extensive experience investing
across a wide variety of industries including Financial Services, Information
Services, Consumer, Healthcare, Digital Media and Diversified Industries.

Since Vestar’s founding in 1988, Vestar funds have completed more than 70
investments in companies with a total value of more than $40 billion. For more
information, please visit www.vestarcapital.com.

About MSCI

MSCI Inc. is a leading provider of multi-asset class portfolio management
tools, primarily to institutional investors, including asset managers, banks,
hedge funds and pension funds. For equity investors, MSCI’s flagship
performance and risk tools include: the MSCI indexes with approximately $7.5
trillion estimated to be benchmarked to them on a worldwide basis^1; Barra
factor models, portfolio risk and performance analytics; and ESG
(environmental, social and governance) research screening, analysis and
ratings. MSCI is also a leading provider of multi-asset class risk management
tools including RiskMetrics multi-asset class market and credit risk
analytics; Barra multi-asset class factor models, portfolio risk and
performance analytics. MSCI also provides IPD real estate information, indexes
and analytics for investors in and managers of commercial real estate. MSCI
also offers ISS governance research and outsourced proxy voting and reporting
services; and FEA valuation models and risk management software for the energy
and commodities markets. MSCI is headquartered in New York, with research and
commercial offices around the world.

^1As of March 31, 2013, as published by eVestment, Lipper and Bloomberg on
July 31, 2013

Contact:

Media Contacts (ISS):
Nancy Adler, Head of Marketing & Communications, ISS
212-804-5270
nancy.adler@issgovernance.com
or
Subodh Mishra, Vice President for Communications, ISS
301-556-0304
subodh.mishra@issgovernance.com
or
Farrell Kramer, MBS Value Partners
212-710-9685
farrell.kramer@mbsvalue.com
or
Media Contacts (Vestar):
Carol Makovich, Owen Blicksilver Public Relations
203-622-4781
carol@blicksilverpr.com
or
Jennifer Hurson, Owen Blicksilver Public Relations
845-507-0571
jennifer@blicksilverpr.com
 
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