S&P Global (NYSE: SPGI) and IHS Markit (NYSE: INFO) today
announced the completion of their merger. The Company plans to
issue a separate press release and Form 8-K today after the US
market close that include additional information, recast pro forma
operating results and 2022 financial guidance.
The Company will hold a conference call to discuss the merger
close with investors on Tuesday, March 1, 2022, at 8:00am ET.
Dial-in details will be provided in the above-mentioned press
release to be issued after the close of the market.
About S&P Global
S&P Global (NYSE: SPGI) 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.
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) uncertainty
relating to the impact of the integration of the businesses of the
Company and IHS Markit, including potential adverse reactions or
changes to business relationships resulting from the integration
and increased cyber risks during the integration; (ii) the ability
of the Company to successfully integrate IHS Markit’s operations
and retain and hire key personnel; (iii) the ability of the Company
to implement its plans, forecasts and other expectations, including
with respect to IHS Markit’s business and to realize expected
synergies; (iv) business disruption following the transaction with
IHS Markit; (v) 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;
(vi) the ability of the Company 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; (vii) 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; (viii) the outcome of any potential
litigation, government and regulatory proceedings, investigations
and inquiries; (ix) changes in debt and equity markets, including
credit quality and spreads; (x) demand for investment products that
track indices and assessments, and trading volumes of certain
exchange-traded derivatives; (xi) changes in financial markets,
capital, credit and commodities markets and interest rates; (xii)
the possibility that the integration of IHS Markit may be more
expensive to complete than anticipated, including as a result of
unexpected factors or events; (xiii) the parties’ ability to meet
expectations regarding the accounting and tax treatments of the
proposed transaction; (xiv) 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 (xv)
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/20220228005634/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:
S&P Global Ola Fadahunsi Tel: +1 332 210 9935
ola.fadahunsi@spglobal.com S&P Global Christopher Krantz
+44 (0) 20 7176 0060 (office) christopher.krantz@spglobal.com
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