NEW YORK, Feb. 25, 2022 /PRNewswire/ -- 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.
Contacts:
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
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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SOURCE S&P Global