S&P Global (NYSE: SPGI) and IHS Markit (NYSE: INFO) today
announced that following feedback from regulators, the leadership
from both companies have decided to explore a divestiture of IHS
Markit’s Oil Price Information Services (OPIS) business, as well as
IHS Markit’s Coal, Metals and Mining business. This decision was
taken to ensure the pending merger of both companies closes on a
timely basis.
The divestiture is subject to further review and approval by
regulators and antitrust authorities. S&P Global and IHS Markit
continue to work constructively with all regulatory bodies and
antitrust authorities on their continued review of the proposed
merger of the two companies, including the adequacy of the proposed
divestiture.
S&P Global and IHS Markit continue to expect to close the
proposed merger in the second half of 2021, subject to the
satisfaction or waiver of specified closing conditions.
About S&P Global
S&P Global (NYSE: SPGI) is the world's foremost provider of
credit ratings, benchmarks and analytics in the global capital and
commodity markets, offering ESG solutions, deep data and insights
on critical business factors. We've been providing essential
intelligence that unlocks opportunity, fosters growth and
accelerates progress for more than 160 years. Our divisions include
S&P Global Ratings, S&P Global Market Intelligence, S&P
Dow Jones Indices and S&P Global Platts. 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. (“S&P Global”) and IHS Markit Ltd. (“IHS Markit”) operate
and beliefs of and assumptions made by S&P Global management
and IHS Markit management, involve uncertainties that could
significantly affect the financial or operating results of S&P
Global, 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 of plans for future operations
or expected revenues, statements about the benefits of the
transaction involving S&P Global and IHS Markit, 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 proposed transaction 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 proposed
transaction, 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 conditions precedent to consummation of the proposed
transaction, including the ability to secure regulatory approvals
on the terms expected, at all or in a timely manner; (ii)
uncertainty relating to the impact of the proposed transaction on
the businesses of S&P Global 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 during
the pendency of the acquisition that could affect S&P Global’s
and/or IHS Markit’s financial performance; (iii) the ability of
S&P Global to successfully integrate IHS Markit’s operations
and retain and hire key personnel; (iv) the ability of S&P
Global 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., the coronavirus (COVID-19) pandemic
(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 S&P Global 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, 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 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; and (xv) those additional risks and factors discussed
in reports filed with the Securities and Exchange Commission (the
“SEC”) by S&P Global 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 and
subsequent Quarterly Reports on Form 10-Q. 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 S&P Global’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 S&P Global 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.
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 offering 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.
Important Information About the Transaction and Where to Find
It
In connection with the proposed transaction, S&P Global and
IHS Markit have filed and will file relevant materials with the
SEC. On January 8, 2021, S&P Global filed with the SEC a
registration statement on Form S-4, as amended (No. 333-251999), to
register the shares of S&P Global common stock to be issued in
connection with the proposed transaction. The registration
statement, which was declared effective by the SEC on January 22,
2021, includes a definitive joint proxy statement/prospectus of
S&P Global and IHS Markit. The definitive joint proxy
statement/prospectus was mailed to the shareholders of S&P
Global and IHS Markit seeking their approval of their respective
transaction-related proposals. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE
RELATED JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS
THAT ARE FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE
PROPOSED TRANSACTION, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT S&P GLOBAL,
IHS MARKIT AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain copies of these
documents free of charge through the website maintained by the SEC
at www.sec.gov or from S&P Global
at its website, or from IHS Markit at its website. Documents filed
with the SEC by S&P Global will be available free of charge by
accessing S&P Global’s website at www.spglobal.com under the heading Investor
Relations, or, alternatively, by directing a request by telephone
to 866-436-8502 (domestic callers) or 212-438-2192 (international
callers) or by mail to S&P Global at Investor Relations,
S&P Global Inc., 55 Water Street, New York, NY 10041, and
documents filed with the SEC by IHS Markit will be available free
of charge by accessing IHS Markit’s website at www.ihsmarkit.com under the heading Investor
Relations or, alternatively, by directing a request by telephone to
303-790-0600 or by mail to IHS Markit at IHS Markit Investor
Relations and Corporate Communications, 15 Inverness Way East,
Englewood, CO 80112.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210513005416/en/
Investor Relations: IHS
Markit Eric Boyer Tel: +1 303 397 2969
eric.boyer@ihsmarkit.com
S&P Global Chip Merritt Tel: + 1 (212) 438-4321
chip.merritt@spglobal.com
Media: IHS Markit
Sebastian Kadritzke Tel: +44 203 159 3283
sebastian.kadritzke@ihsmarkit.com
S&P Global David Guarino (201) 755-5334 (cell)
dave.guarino@spglobal.com
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