Moody’s Corporation (NYSE:MCO) announced today that it has
acquired PassFort Limited and entered into an agreement to acquire
360kompany AG (kompany), two European providers of onboarding and
Know Your Customer (KYC) technology solutions. The acquisitions
complement Moody’s technology, data, and analytical capabilities,
and enhance its industry-leading customer solutions for KYC,
anti-money laundering, compliance, and counterparty risk.
“Our customers rely on our data and analytical tools to make
decisions about who they do business with,” said Keith Berry,
General Manager of Moody’s KYC business unit. “PassFort and kompany
are innovators in the compliance and regulatory space, and their
technologies will upgrade and accelerate our customers’ onboarding
and monitoring processes.”
PassFort is a U.K. SaaS-based workflow platform for identity
verification, customer onboarding, and risk analysis. Its software
delivers data from over 25 third-party providers and automates the
collection, verification, and secure storage of customer and
supplier due diligence documentation. The integration of PassFort’s
platform into Moody’s suite of KYC and compliance offerings will
create a more holistic workflow solution, allowing customers to
incorporate Moody’s data, including credit, cyber, ESG, and climate
analytics, directly into their proprietary processes.
kompany is a Vienna, Austria-based platform for audit-proof
business verification and KYC, operating a network of primary
source information on more than 115 million companies across 200
jurisdictions. kompany's API will enable Moody’s customers to
complete shareholder analysis and entity verification in real-time,
as well as retrieve original company filings and documents to meet
their regulatory demands.
The acquisition of PassFort and planned acquisition of kompany
follow Moody’s recent investments in KYC capabilities. Moody’s will
integrate both companies into its KYC business within Moody’s
Analytics, where they will augment the Orbis company database and
the GRID database of risk profiles, adverse news, politically
exposed persons, and sanctions.
The acquisition of kompany is expected to close in the first
quarter of 2022, subject to the satisfaction of customary closing
conditions, including the expiration or termination of applicable
regulatory waiting periods, and will be funded with a combination
of cash and shares of Moody’s Corporation common stock. The
acquisition of PassFort was funded with cash. Neither is expected
to have a material impact on Moody’s 2021 financial results.
Moody’s was advised on both transactions by Paul Hastings LLP.
PassFort was advised by SVB Technology Investment Bank and Taylor
Wessing LLP. kompany was advised by Schoenherr Attorneys at Law and
BDO.
For more information on Moody’s KYC, AML, compliance, and
counterparty risk offerings, visit http://kyc.moodys.io.
ABOUT MOODY’S
CORPORATION
Moody’s (NYSE: MCO) is a global integrated risk assessment firm
that empowers organizations to make better decisions. Its data,
analytical solutions and insights help decision-makers identify
opportunities and manage the risks of doing business with others.
We believe that greater transparency, more informed decisions, and
fair access to information open the door to shared progress. With
over 13,000 employees in more than 40 countries, Moody’s combines
international presence with local expertise and over a century of
experience in financial markets. Learn more at
moodys.com/about.
“SAFE HARBOR” STATEMENT UNDER THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain statements contained in this document 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. The forward-looking
statements in this document are made as of the date hereof, and
Moody’s 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, Moody’s 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, (i) as it relates to the proposed transaction: the
costs incurred in negotiating and consummating the proposed
transaction, including the diversion of management time and
attention; the ability of the parties to successfully complete the
proposed acquisition on anticipated terms and timing, including
obtaining regulatory approvals (without any significant conditions
being imposed); the possibility that the conditions to closing may
not be satisfied and the transaction will not be consummated; not
incurring any unforeseen, but significant liabilities; risks
relating to the integration of the Sellers’ operations, products
and employees into Moody’s and the possibility that anticipated
synergies and other benefits of the proposed acquisition will not
be realized in the amounts anticipated or will not be realized
within the expected timeframe; risks that the proposed acquisition
could have an adverse effect on the business of the Sellers or
their prospects, including, without limitation, on relationships
with vendors, suppliers or customers; claims made, from time to
time, by vendors, suppliers or customers; changes in US, India or
global marketplaces that have an adverse effect on the business of
the Sellers; the outcome of legal proceedings if any which may
arise following the announcement of the proposed acquisition; any
meaningful changes in the credit markets to the extent that they
increase the cost of financing for the transaction; and the ability
of the Sellers to comply successfully with the various governmental
regulations applicable to their business, as they exist from time
to time, and the risk of any failure relating thereto; and (ii) as
it relates to Moody’s generally: the impact of COVID-19 on
volatility in the U.S. and world financial markets, on general
economic conditions and GDP in the U.S. and worldwide, and on the
Moody’s own operations and personnel; future world-wide credit
market disruptions or economic slowdowns, which could 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 regulation, credit quality concerns,
changes in interest rates and other volatility in the financial
markets such as that due to Brexit and uncertainty as companies
transition away from LIBOR; the level of merger and acquisition
activity in the U.S. and abroad; the uncertain effectiveness and
possible collateral consequences of U.S. and foreign government
actions affecting credit markets, international trade and economic
policy, including those related to tariffs, tax agreements and
trade barriers; concerns in the marketplace affecting our
credibility or otherwise affecting market perceptions of the
integrity or utility of independent credit agency ratings; the
introduction of competing products or technologies by other
companies; pricing pressure from competitors and/or customers; the
level of success of new product development and global expansion;
the impact of regulation as an NRSRO, the potential for new U.S.,
state and local legislation and regulations; 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, government and
regulatory proceedings, investigations and inquiries to which
Moody’s may be subject from time to time; provisions in U.S.
legislation modifying the pleading standards and EU regulations
modifying the liability standards, applicable to credit rating
agencies in a manner adverse to credit rating agencies; provisions
of EU regulations imposing additional procedural and substantive
requirements on the pricing of services and the expansion of
supervisory remit to include non-EU ratings used for regulatory
purposes; 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 Moody’s
global tax planning initiatives; exposure to potential criminal
sanctions or civil remedies if Moody’s fails to comply with foreign
and U.S. laws and regulations that are applicable in the
jurisdictions in which Moody’s operates, including data protection
and privacy laws, sanctions laws, anti-corruption laws, and local
laws prohibiting corrupt payments to government officials; the
impact of mergers, acquisitions or other business combinations and
the ability of Moody’s to successfully integrate acquired
businesses; currency and foreign exchange volatility; the level of
future cash flows; the levels of capital investments; and a decline
in the demand for credit risk management tools by financial
institutions. These factors, risks and uncertainties as well as
other risks and uncertainties that could cause Moody’s actual
results to differ materially from those contemplated, expressed,
projected, anticipated or implied in the forward-looking statements
are currently, or in the future could be, amplified by the COVID-19
outbreak, and are described in greater detail under “Risk Factors”
in Part I, Item 1A of Moody’s annual report on Form 10-K for the
year ended December 31, 2020, and in other filings made by Moody’s
from time to time with the SEC or in materials incorporated herein
or therein. Stockholders and investors are cautioned that the
occurrence of any of these factors, risks and uncertainties may
cause Moody’s actual results to differ materially from those
contemplated, expressed, projected, anticipated or implied in the
forward-looking statements, which could have a material and adverse
effect on Moody’s business, results of operations and financial
condition. New factors may emerge from time to time, and it is not
possible for Moody’s to predict new factors, nor can Moody’s assess
the potential effect of any new factors on it.
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version on businesswire.com: https://www.businesswire.com/news/home/20211203005067/en/
SHIVANI KAK Investor Relations +1 212-553-0298
shivani.kak@moodys.com OR JOE MIELENHAUSEN Communications +1
212-553-1461 joe.mielenhausen@moodys.com
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