Item 8.01 Other Events.
On November 29, 2021, in accordance with the terms of the Agreement and Plan of
Merger (as amended by Amendment No. 1 thereto, dated as of January 20, 2021), by
and among IHS Markit Ltd. (the "Company"), S&P Global Inc. ("S&P Global") and
Sapphire Subsidiary, Ltd., a wholly owned subsidiary of S&P Global, the Company
and S&P Global agreed to extend the "Outside Date" (as defined in the Merger
Agreement) from November 29, 2021 to May 29, 2022.
The foregoing description of the Merger Agreement is subject to, and is
qualified in its entirety by, the full text of the Merger Agreement, which is
filed as Annex A to the Definitive Proxy Statement filed by the Company on
January 22, 2021, and which is incorporated herein by reference.
Forward-Looking Statements:
Thiscommunication 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 merger
between S&P Global and IHS Markit and the divesture of the OPIS, CMM and
PetroChem Wire businesses, 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 merger and divestiture 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.
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