JERSEY CITY, N.J., December 16, 2014 — Verisk Analytics, Inc. (Nasdaq:VRSK), a leading source of information about risk, today announced the conclusion of its efforts to acquire EagleView Technology Corporation (EagleView) following the vote by the Federal Trade Commission (FTC) to challenge the transaction.
Scott Stephenson, president and chief executive officer, said, “Verisk worked hard to come to a mutually agreeable solution with the FTC, but no agreement could be reached that was in the best interests of our shareholders. We remain disciplined in the use of our shareholders’ capital. We also remain very focused on our mergers and acquisitions agenda, which we view as a major part of our capital strategy going forward.”
Stephenson continued, “While we are disappointed in the FTC’s decision, we continue to view aerial imagery as important to our customers. As a result, Verisk will continue to pursue our development of imagery analytics, which will allow our customers to benefit from our deep industry expertise and technology advances.”
As part of Verisk’s ongoing efforts to create shareholder value through disciplined capital allocation, the company’s Board of Directors has approved an incremental $500 million share repurchase authorization, which has been implemented through an accelerated share repurchase (ASR) program in the same amount. The new ASR program will enable Verisk to facilitate the repurchase of a substantial number of its shares in a more timely and cost-efficient manner.
Mr. Stephenson observed, “This buyback demonstrates our confidence in Verisk’s ability to drive strong profit growth in the future and our commitment to responsible stewardship of shareholder capital. We have accumulated cash in anticipation of closing the transaction and are now in a position to return that cash to our shareholders.”
“We continue to have material capacity to pursue our strategic M&A agenda, which remains our first priority for available cash. Our recent acquisitions of DART and Maplecroft evidence our continued intent to pursue acquisitions that further our strategy of both growing our vertical footprint and expanding our international presence,” concluded Mr. Stephenson.
Under the ASR program, Verisk entered into contracts with each of Wells Fargo Bank and Bank of America Merrill Lynch, pursuant to which Verisk will receive an aggregate initial delivery of approximately 6.3 million shares. The total number of shares that Verisk will repurchase under the ASR program will generally be based on the daily volume-weighted average price of its common stock over the course of a calculation period that may extend approximately six months or conclude earlier at each counterparty’s option, less an agreed discount. At final settlement of the contracts, Verisk may be entitled to receive additional shares of its common stock or, under certain limited circumstances, be required to deliver shares to the counterparties or, at Verisk’s election, pay cash to the counterparties.
Pro forma for $150 million incremental borrowing anticipated to be used in addition to cash on hand for the newly announced share repurchase, Verisk will have unused debt capacity of approximately $1 billion.
About Verisk Analytics
Verisk Analytics (Nasdaq:VRSK) is a leading provider of information about risk to professionals in insurance, healthcare, financial services, government, and risk management. Using advanced technologies to collect and analyze billions of records, Verisk Analytics draws on vast industry expertise and unique proprietary data sets to provide predictive analytics and decision support solutions in fraud prevention, actuarial science, insurance coverages, fire protection, catastrophe and weather risk, data management, and many other fields. In the United States and around the world, Verisk Analytics helps customers protect people, property, and financial assets. For more information, visit www.verisk.com.
Senior Vice President, Treasurer, and Chief Knowledge Officer
Verisk Analytics, Inc.
Director, Investor Relations and Business Analytics
Verisk Analytics, Inc.
MWW Group (for Verisk Analytics)