Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Reference is made to the previously announced Agreement and Plan of Merger (as
amended by Amendment No. 1 thereto, the "Merger Agreement"), dated as of
November 29, 2020, by and among S&P Global Inc., a New York corporation (the
"Company" or "S&P Global"), IHS Markit Ltd., a Bermuda exempted company limited
by shares ("IHS Markit"), and Sapphire Subsidiary, Ltd., a Bermuda exempted
company limited by shares and wholly owned subsidiary of the Company ("Merger
Sub"). Pursuant to the Merger Agreement, IHS Markit will merge with and into
Merger Sub, with IHS Markit continuing as the surviving entity (the "Merger").
On January 22, 2021, each of the Company and IHS Markit filed with the
Securities and Exchange Commission a definitive joint proxy statement/prospectus
(the "Definitive Proxy Statement") with respect to the respective special
meetings of S&P Global and IHS Markit shareholders scheduled to be held on
March 11, 2021 in connection with the Merger. The Company disclosed in the
Definitive Proxy Statement that certain executive officers of the Company and
certain of IHS Markit's executive officers who will continue employment with the
Company will be granted a one-time equity incentive award ("One Time Grant") in
the form of a Company time-based restricted share unit award effective as of,
and contingent upon, the Merger, with the vesting of the One Time Grants subject
to the recipient's continued employment with the combined company through the
three-year anniversary of the Merger.
Upon review and discussion with the Company's Compensation and Leadership
Development Committee, the Company has decided that, in order to best align
management of the combined company with shareholders' long-term interests, in
addition to the three year service requirement, vesting of the One Time Grants
will be subject to the achievement of merger-related performance metrics prior
to the three-year anniversary of the Merger.
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. ("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,"
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"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 transaction, including the ability to secure
regulatory approvals on the terms expected, at all or in a timely manner;
(ii) the ability of S&P Global and IHS Markit to obtain shareholder approval for
the proposed transaction; (iii) uncertainty relating to the impact of the
proposed 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; (iv) the
ability of S&P Global to successfully integrate IHS Markit's operations and
retain and hire key personnel; (v) 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; (vi) business disruption following the proposed transaction;
(vii) 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; (viii) 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; (ix) the impact of public health crises, such as
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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; (x) the outcome of any potential litigation,
government and regulatory proceedings, investigations and inquiries;
(xi) changes in debt and equity markets, including credit quality and spreads;
(xii) demand for investment products that track indices and assessments, and
trading volumes of certain exchange-traded derivatives; (xiii) changes in
financial markets, capital, credit and commodities markets and interest rates;
(xiv) the possibility that the transaction may be more expensive to complete
than anticipated, including as a result of unexpected factors or events;
(xv) the parties' ability to meet expectations regarding the accounting and tax
treatments of the proposed transaction; and (xvi) 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. 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.
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 offering 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.
Important Information About the Transaction and Where to Find It
In connection with the proposed transaction, S&P Global and IHS Markit have
filed and will file relevant materials with the SEC. On January 8, 2021, S&P
Global filed with the SEC a registration statement on Form S-4, as amended (No.
333-251999) to register the shares of S&P Global common stock to be issued in
connection with the proposed transaction. The registration statement, which was
declared effective by the SEC on January 22, 2021, includes a definitive joint
proxy statement/prospectus of S&P Global and IHS Markit. The definitive joint
proxy statement/prospectus was mailed to the shareholders of S&P Global and IHS
Markit seeking their approval of their respective transaction-related proposals.
INVESTORS AND SECURITY
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HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED
JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR TO BE FILED
WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT S&P
GLOBAL, IHS MARKIT AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain copies of these documents free of
charge through the website maintained by the SEC at www.sec.gov or from S&P
Global at its website, or from IHS Markit at its website. Documents filed with
the SEC by S&P Global will be available free of charge by accessing S&P Global's
website at www.spglobal.com under the heading Investor Relations, or,
alternatively, by directing a request by telephone to 866-436-8502 (domestic
callers) or 212-438-2192 (international callers) or by mail to S&P Global at
Investor Relations, S&P Global Inc., 55 Water Street, New York, NY 10041, and
documents filed with the SEC by IHS Markit will be available free of charge by
accessing IHS Markit's website at www.ihsmarkit.com under the heading Investor
Relations or, alternatively, by directing a request by telephone to 303-790-0600
or by mail to IHS Markit at IHS Markit Investor Relations and Corporate
Communications, 15 Inverness Way East, Englewood, CO 80112.
Participants in the Solicitation
S&P Global, IHS Markit and certain of their respective directors and executive
officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies from the shareholders of S&P Global
and IHS Markit in respect of the proposed transaction under the rules of the
SEC. Information about IHS Markit's directors and executive officers is
available in IHS Markit's Form 10-K for the year ended November 30, 2020, its
proxy statement dated February 28, 2020 for its 2020 Annual General Meeting of
Shareholders and certain of its Current Reports on Form 8-K. Information about
S&P Global's directors and executive officers is available in S&P Global's Form
10-K for the year ended December 31, 2020, its proxy statement dated March 30,
2020 for its 2020 Annual Meeting of Shareholders, and certain of its Current
Reports on Form 8-K. Additional information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, are contained in the definitive joint proxy
statement/prospectus and will be contained in other relevant materials to be
filed with the SEC regarding the transaction when they become available.
Investors should read the joint proxy statement/prospectus carefully before
making any voting or investment decisions. You may obtain free copies of these
documents from S&P Global or IHS Markit using the sources indicated above.
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