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 S&P Global Inc. (the "Company"), IHS Markit Ltd. ("IHS Markit") and
Sapphire Subsidiary, Ltd., a wholly owned subsidiary of the Company, the Company
and IHS Markit 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 Amendment No. 1 to the Registration Statement on Form S-4
filed by the Company on January 20, 2021, and which is incorporated herein by
reference.
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," "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,
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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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