S&P Global (NYSE: SPGI) and IHS Markit (NYSE: INFO) today
announced that the UK’s Competition and Markets Authority and the
European Commission have granted the final regulatory approvals
necessary for the companies to close their merger. The companies
expect to complete their combination on Monday, February
28.
“We are pleased to mark this final step toward completing our
merger and combining these two world-class companies,” said Douglas
L. Peterson, President and Chief Executive Officer of S&P
Global. “With the close now imminent, we are ready to accelerate
progress, implement new ways to serve our customers and people, and
create value for our shareholders.”
Douglas L. Peterson, President and CEO; Ewout Steenbergen,
Executive Vice President and CFO; and Mark Grant, Senior Vice
President, Investor Relations, will host a conference call to share
a business update and discuss 2022 guidance on Tuesday, March
1 at 8am EST. Dial-in details will be shared in a
separate press release prior to the call.
About S&P Global
S&P Global provides essential intelligence. We enable
governments, businesses and individuals with the right data,
expertise and connected technology so that they can make decisions
with conviction. From helping our customers assess new investments
to guiding them through ESG and energy transition across supply
chains, we unlock new opportunities, solve challenges and
accelerate progress for the world. We are widely sought after by
many of the world’s leading organizations to provide credit
ratings, benchmarks, analytics and workflow solutions in the global
capital, commodity and automotive markets. With every one of our
offerings, we help the world’s leading organizations plan for
tomorrow, today. For more information, visit www.spglobal.com.
About IHS Markit
IHS Markit (NYSE: INFO) is a world leader in critical
information, analytics and solutions for the major industries and
markets that drive economies worldwide. The company delivers
next-generation information, analytics and solutions to customers
in business, finance and government, improving their operational
efficiency and providing deep insights that lead to well-informed,
confident decisions. IHS Markit has more than 50,000 business and
government customers, including 80 percent of the Fortune Global
500 and the world’s leading financial institutions. Headquartered
in London, IHS Markit is committed to sustainable, profitable
growth.
Forward-Looking Statements:
This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements, which are based on current
expectations, estimates and projections about future business and
operating results, the industry and markets in which S&P Global
Inc. (the “Company”) and IHS Markit Ltd. (“IHS Markit”) operate and
beliefs of and assumptions made by the Company’s management and IHS
Markit management, involve uncertainties that could significantly
affect the financial or operating results of the Company, IHS
Markit or the combined company. Words such as “expects,”
“anticipates,” “intends,” “plans,” “believes,” “seeks,” “will, ”
“should,” “may,” “projects,” “could,” “would,” “target,”
“estimates” or variations of such words and other similar
expressions are intended to identify such forward-looking
statements, which generally are not historical in nature, but not
all forward-looking statements include such identifying words. Such
forward-looking statements include, but are not limited to,
projections of earnings, statements regarding the anticipated
completion of the merger, statements of plans for future operations
or expected revenues, statements about the benefits of the merger,
including future financial and operating results and cost and
revenue synergies, the combined company’s plans, objectives,
expectations and intentions. All statements that address operating
performance, events or developments that we expect or anticipate
will occur in the future — including statements relating to
creating value for shareholders, benefits of the merger to
shareholders, employees, customers and other constituents of the
combined company, the outcome of contingencies, future actions by
regulators, changes in business strategies and methods of
generating revenue, the development and performance of each
company’s services and products, integrating our companies, cost
savings, the expected timetable for completing the merger, general
conditions in the geographic areas where we operate and our
respective effective tax rates, cost structure, dividend policy,
cash flows or liquidity — are forward-looking statements.
These statements are not guarantees of future performance and
are subject to risks, uncertainties and assumptions that could
cause actual results to differ materially from those expressed in
such forward-looking statements. We can give no assurance that our
expectations will be attained and therefore, actual outcomes and
results may differ materially from what is expressed or forecasted
in such forward-looking statements. For example, these
forward-looking statements could be affected by factors including,
without limitation, risks associated with: (i) the satisfaction of
the remaining conditions precedent to consummation of the merger
and the divesture of the Company’s CGS business and IHS Markit’s
OPIS, CMM, PetroChem Wire and Base Chemicals businesses (together,
the “proposed transaction”); (ii) uncertainty relating to the
impact of the proposed transaction on the businesses of the Company
and IHS Markit, including potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the proposed transaction and changes to existing
business relationships and increased cyber risks during the
pendency of the acquisition that could affect the Company’s and/or
IHS Markit’s financial performance; (iii) the ability of the
Company to successfully integrate IHS Markit’s operations and
retain and hire key personnel; (iv) the ability of the Company to
implement its plans, forecasts and other expectations with respect
to IHS Markit’s business after the consummation of the proposed
transaction and realize expected synergies; (v) business disruption
following the proposed transaction; (vi) economic, financial,
political and regulatory conditions, in the United States and
elsewhere, and other factors that contribute to uncertainty and
volatility, including the United Kingdom’s withdrawal from the
European Union, natural and man-made disasters, civil unrest,
pandemics (e.g., COVID-19 and its variants (the “COVID-19
pandemic”)), geopolitical uncertainty, and conditions that may
result from legislative, regulatory, trade and policy changes
associated with the current U.S. administration; (vii) the ability
of the Company and IHS Markit to successfully recover from a
disaster or other business continuity problem due to a hurricane,
flood, earthquake, terrorist attack, war, pandemic, security
breach, cyber-attack, data breach, power loss, telecommunications
failure or other natural or man-made event, including the ability
to function remotely during long-term disruptions such as the
COVID-19 pandemic; (viii) the impact of public health crises, such
as pandemics (including the COVID-19 pandemic) and epidemics and
any related company or governmental policies and actions to protect
the health and safety of individuals or governmental policies or
actions to maintain the functioning of national or global economies
and markets, including any quarantine, “shelter in place,” “stay at
home,” workforce reduction, social distancing, shut down or similar
actions and policies; (ix) the outcome of any potential litigation,
government and regulatory proceedings, investigations and
inquiries; (x) changes in debt and equity markets, including credit
quality and spreads; (xi) demand for investment products that track
indices and assessments, and trading volumes of certain
exchange-traded derivatives; (xii) changes in financial markets,
capital, credit and commodities markets and interest rates; (xiii)
the possibility that the proposed transaction may be more expensive
to complete than anticipated, including as a result of unexpected
factors or events; (xiv) the parties’ ability to meet expectations
regarding the accounting and tax treatments of the proposed
transaction; (xv) the outcome of the previously announced offers to
exchange any and all outstanding notes issued by IHS Markit for new
notes to be issued by the Company and the solicitations of consents
to adopt certain proposed amendments to each of the indentures
governing the IHS Markit notes; and (xvi) those additional risks
and factors discussed in reports filed with the Securities and
Exchange Commission by the Company and IHS Markit from time to
time, including those discussed under the heading “Risk Factors” in
their respective most recently filed Annual Reports on Form 10-K.
While the list of factors presented here is considered
representative, this list should not 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 the Company’s or IHS Markit’s
consolidated financial condition, results of operations, credit
rating or liquidity. Except to the extent required by applicable
law or regulation, each of the Company and IHS Markit disclaims any
duty to update any forward-looking statements contained in this
communication or to otherwise update any of the above-referenced
factors.
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version on businesswire.com: https://www.businesswire.com/news/home/20220225005221/en/
Investor Relations:
IHS Markit Eric Boyer Tel: +1 303 397 2969
eric.boyer@ihsmarkit.com
S&P Global Mark Grant Tel: + 1 347 640 1521
mark.grant@spglobal.com
Media:
IHS Markit Sebastian Kadritzke Tel: +44 203 159 3283
sebastian.kadritzke@ihsmarkit.com
S&P Global Ola Fadahunsi Tel: +1 332 210 9935
ola.fadahunsi@spglobal.com
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