Filed
by Markit Ltd.
Pursuant
to Rule 425 of the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-6(b)
of
the Securities Exchange Act of 1934
Subject
Company: IHS Inc.
(Commission
File No.: 001-32511)
MESSAGE
To: All IHS and Markit Colleagues
From: Jerre Stead and Lance Uggla
Subject: Merger Integration Update | A Message from Jerre
Stead and Lance Uggla
Dear Colleagues,
We are making impressive
progress toward bringing our two great companies together into a global information, analytics and solutions powerhouse
– a company unlike any other.
This week we held a very
productive meeting in New York City with 40 Markit and IHS colleagues – 20 from each company – responsible
for integration planning and execution. The team, along with BCG, the global management consulting firm assisting with
the integration, worked in close partnership and with enthusiasm and focus, to prepare action plans that will turn our
opportunities into reality.
We met as a group and
also as dedicated work streams focused on: Facilities and Procurement; Finance; Human Resources; Information Technology;
Legal; Marketing, Corporate Communications and Public Relations; Revenue Opportunities; and Sales Operations and Customer
Care. Over the two days, we were able to establish strong relationships with each other and to work collaboratively on
our planning for “Day 1,” the day we emerge as IHS Markit.
Smart and efficient integration
planning is crucial for us to be able to move forward quickly and effectively, upon closing of the merger. The two days
were hard work, but the team has embraced the challenge and is dedicated to ensuring a successful merger. We could not
be more pleased to see our integration teams become one team. At the end of the second day, we were even more convinced
about the power of this combination.
A key element of our integration
work is communicating and engaging with you consistently. Integration often means change, and we understand that there
will be times when some of you will feel unsettled. We will share information as frequently as possible to keep you updated
on our progress. Your input is also critical to the success of this merger and, with that in mind, we will soon invite
you to participate in a survey so you can share your views about culture and what IHS and Markit can become together.
As the team works on integration
planning, please
stay focused on achieving our 2016 objectives. As always, thank
you for the amazing work you do every day to serve our customers, communities, colleagues and shareholders.
Jerre Stead
IHS Chairman &
CEO
Lance Uggla
Markit Chairman &
CEO
|
Important Information About
the Transaction and Where to Find It
In connection with the proposed
transaction, Markit has filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form
F-4 (Registration Statement No. 333-211252) that includes a joint proxy statement of IHS and Markit. IHS and Markit may also file
other documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus
or registration statement or any other document which IHS or Markit may file with the SEC. INVESTORS AND SECURITY HOLDERS OF
IHS
and Markit
ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS
THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors
and security holders may obtain free copies of the registration statement and the joint proxy statement/prospectus (when available)
and other documents filed with the SEC by IHS and Markit through the web site maintained by the SEC at www.sec.gov or by contacting
the investor relations department of IHS or Markit at the following:
IHS
15 Inverness Way East
Englewood, CO 80112
Attention: Investor Relations
+1 303-397-2969
|
Markit
4th Floor, Ropemaker
Place,
25 Ropemaker St., London
England EC2 9LY
Attention: Investor Relations:
+44 20 7260 2000
|
Participants in the Solicitation
IHS, Markit,
and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information regarding IHS’s directors and executive officers, and their direct or indirect
interests in the transaction, by security holdings or otherwise, is contained in IHS’s Form 10-K for the year ended November
30, 2015 and its proxy statement filed on February 24, 2016, which are filed with the SEC. Information regarding the directors
and executive officers of Markit, and their direct or indirect interests in the transaction, by security holdings or otherwise,
is contained in Markit’s 20-F for the year ended December 31, 2015, and Markit’s proxy statement filed on Form 6-K
on March 28, 2016, which are filed with the SEC. A more complete description is available in the registration statement on Form
F-4 and the joint proxy statement/prospectus.
No Offer or Solicitation
This communication
is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
This communication contains “forward-looking
statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address
expected future business and financial performance and financial condition, and often contain words such as “expect,”
“anticipate,” “intend,” “plan,” “believe,” “seek,” “see,”
“will,” “would,” “target,” similar expressions, and variations or negatives of these words.
Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about
the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements,
including the failure to consummate the proposed transaction or to make or take any filing or other action required to consummate
such transaction on a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and
assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important
risk factors that may cause such a difference include, but are not limited to, (i) the completion of the proposed transaction
on anticipated terms and timing, including obtaining shareholder or stockholder (as applicable) approvals, anticipated tax treatment,
unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness,
financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of
the combined company’s operations and other conditions to the completion of the merger, (ii) the ability of IHS and Markit
to integrate the business successfully and to achieve anticipated synergies, risks and costs, (iii) potential litigation relating
to the proposed transaction that could be instituted against IHS, Markit or their respective directors, (iv) the risk that disruptions
from the proposed transaction will harm IHS’s and Markit’s business, including current plans and operations, (v) the
ability of IHS or Markit to retain and hire key personnel, (vi) potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the merger, (vii) continued availability of capital and financing and rating
agency actions, (viii) legislative, regulatory and economic developments, including any new or proposed U.S. Treasury rule changes,
(ix) potential business uncertainty, including changes to existing business relationships, during the pendency of the merger that
could affect IHS’s and/or Markit’s financial performance, (x) certain restrictions during the pendency of the merger
that may impact IHS’s or Markit’s ability to pursue certain business opportunities or strategic transactions and (xi)
unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities,
as well as management’s response to any of the aforementioned factors. These risks, as well as other risks associated with
the proposed merger, are more fully discussed in the joint proxy statement/prospectus that is included in the registration statement
on Form F-4 that has been filed with the SEC in connection with the proposed merger. While the list of factors presented here
is, and the list of factors presented in the registration statement on Form F-4 are, considered representative, no such list should
be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those
anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial
loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on IHS’s or
Markit’s consolidated financial condition, results of operations, credit rating or liquidity. Neither IHS nor Markit assumes
any obligation to publicly provide revisions or updates to any forward looking statements, whether as a result of new information,
future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable
laws.
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