OREANDA-NEWS. July 12, 2016. IHS (NYSE: IHS) and Markit (NASDAQ: MRKT) today announced that their
stockholders and shareholders, respectively, have approved each of the
merger-related proposals presented at the special meeting of the
stockholders and special general meeting of the shareholders,
respectively, held on July 11, 2016.
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At Markit's special general meeting of shareholders, Markit shareholders
approved (i) a proposal to issue Markit common shares in connection with
the merger; (ii) a proposal to amend and restate the bye-laws of Markit
and (iii) a proposal to change the name of “Markit Ltd.” to “IHS Markit
Ltd.” Over 99% of the voting shareholders, representing over 91% of the
outstanding Markit shares, voted in favor of each of the proposals.
At IHS's special meeting of stockholders, IHS stockholders voted in
favor of (i) a proposal to adopt the merger agreement and (ii) a
proposal to approve, on an advisory (non-binding) basis, a specified
compensatory arrangement between IHS and its named executive officers
relating to the transactions contemplated by the merger agreement. 99%
of the voting stockholders, representing 84% of the outstanding IHS
shares, voted in favor of the proposal to adopt the merger agreement.
IHS and Markit expect to complete the merger on July 12, 2016, subject
to the satisfaction or waiver of certain closing conditions. Upon the
closing of the merger, the combined company will be renamed IHS Markit
Ltd. and will be listed on the Nasdaq Global Select Market under the new
trading symbol "INFO." It is expected that trading under the new trading
symbol will commence on July 13, 2016.
About IHS
IHS is a leading source of insight, analytics and expertise in critical
areas that shape today’s business landscape. Businesses and governments
in more than 140 countries around the globe rely on the comprehensive
content, expert independent analysis and flexible delivery methods of
IHS to make high-impact decisions and develop strategies with speed and
confidence. IHS has been in business since 1959 and became a publicly
traded company on the New York Stock Exchange in 2005. Headquartered in
Englewood, Colorado, USA, IHS is committed to sustainable, profitable
growth and employs nearly 9,000 people in 33 countries around the world.
IHS is a registered trademark of IHS Inc. All other company and
product names may be trademarks of their respective owners. © 2016 IHS
Inc. All rights reserved.
About Markit
Markit is a leading global provider of financial information services.
We provide products that enhance transparency, reduce risk and improve
operational efficiency. Our customers include banks, hedge funds, asset
managers, central banks, regulators, auditors, fund administrators and
insurance companies. Founded in 2003, we employ over 4,200 people in 13
countries.
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 merger on anticipated terms and timing, including
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, (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 included in the registration statement on Form F-4
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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