Item 8.01. Other Events.
On January 27, 2023, Morningstar, Inc. entered into a (i) Termination Agreement
(the "Termination Agreement") with Morningstar Japan K.K. ("MJKK"), and (ii) a
Tender Offer Agreement (the "Tender Offer Agreement") with SBI Global Asset
Management Co., Ltd. ("SBI"). Each of Morningstar, Inc. and SBI is a shareholder
in MJKK, with Morningstar, Inc. owning approximately 20% of the common stock of
MJKK and SBI owning approximately 40% of the common stock of MJKK. MJKK is
listed on the Prime Market of the Tokyo Stock Exchange under the securities code
4765.
Pursuant to the Termination Agreement, Morningstar, Inc. and MJKK agreed to
terminate that certain License Agreement, dated as of April 8, 1998 (the
"License Agreement"), between Morningstar, Inc. and MJKK, and for MJKK to cease
use of the Morningstar brand licensed thereunder. As consideration for the
termination of the License Agreement, Morningstar, Inc. agreed to pay MJKK 8
billion Japanese yen (approximately $60 million).
As part of such consideration, pursuant to the Tender Offer Agreement, SBI
agreed to launch a tender offer for the purpose of acquiring 10,000,000 shares
of MJKK held by Morningstar, Inc., and Morningstar, Inc. agreed to tender
10,000,000 of its shares in MJKK. Morningstar, Inc. intends to apply the
proceeds from the tender offer to the consideration for the termination of the
License Agreement.
The tender offer is expected to close on February 28, 2023, and the License
Agreement is expected to be terminated on March 30, 2023.
Morningstar, Inc. intends to further develop its global and independent
research, ratings, data, software, indexes, asset management services, and other
products for the Japanese market by taking advantage of the Morningstar brand
through Ibbotson Associates Japan, Inc., a Morningstar subsidiary currently
operating in Japan.
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