OREANDA-NEWS. July 06, 2016. IHS (NYSE: IHS) and Markit (NASDAQ: MRKT) today announced that, in
connection with the completion of the previously announced merger
between IHS and Markit, the combined company, which will be renamed IHS
Markit Ltd., will be listed on the Nasdaq Global Select Market under the
new trading symbol “INFO.”
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Jerre Stead, IHS chairman and chief executive officer, commented, “The
INFO trading symbol introduces IHS Markit to the world – simply and
powerfully - as the new global leader in critical information, analytics
and solutions. This milestone represents another important step toward
the combination of two great companies. Like no other business
information provider before it, IHS Markit will see the big picture,
giving customers insights, perspectives and solutions that will make
them more efficient and help them make informed decisions on what really
matters.”
Lance Uggla, chairman and chief executive officer of Markit, commented,
“The IHS Markit ticker INFO is particularly meaningful as it captures
our core purpose: helping customers improve decision-making and increase
operational efficiency. We do this by leveraging technology to provide
the highest quality information, analytics and solutions for major
industries and markets that drive the global economy. I am excited about
the value IHS Markit will deliver to customers, employees and
shareholders.”
Markit and IHS are holding special meetings of their shareholders and
stockholders, respectively, on July 11, 2016, at which Markit
shareholders and IHS stockholders will be asked to consider and vote on
various merger-related proposals. If IHS stockholders and Markit
shareholders approve such proposals on July 11, 2016, IHS and Markit
expect to complete the merger on July 12, 2016, subject to the
satisfaction or waiver of certain closing conditions, and expect trading
of the combined company’s common shares under the new trading symbol to
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.
Additional Information
On June 6, 2016 Markit filed with the Securities and Exchange Commission
(the “SEC”) a registration statement on Form F-4 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. INVESTORS AND
SECURITY HOLDERS OF IHS AND MARKIT ARE URGED TO READ THE REGISTRATION
STATEMENT AND 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 these materials 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:
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IHS
15 Inverness Way East
Englewood, CO 80112
Attention: Investor Relations
+1 303-397-2969
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Markit
4th Floor, Ropemaker Place,
25 Ropemaker St., London England EC2 9LY
Attention: Investor Relations:
+44 20 7260 2000
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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 merger on anticipated terms and timing, including
obtaining shareholder or stockholder (as applicable) and regulatory
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, (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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