Filed by Markit Ltd.
Pursuant to Rule 425 of the Securities Act
of 1933
and deemed filed pursuant to Rule 14a-6(b)
of the Securities Exchange Act of 1934
Subject Company: IHS Inc.
(Commission File No.: 001-32511)
MESSAGE
To: All Markit Colleagues
From: Lance Uggla
Subject: Internal Announcement | A Message from Lance Uggla
on Brexit
Dear colleagues,
Yesterday's UK referendum result was a shock and I expect many
of you are feeling uncertain about what it might mean for you personally and what it means for Markit.
Rest assured the UK is a very important market for us.
We have our headquarters here and we are committed to maintaining our significant UK presence. The UK’s decision to
leave the EU does not affect our plans to merge with IHS; we remain on the same timeline and our shareholder vote is scheduled
for July 11th.
While it is too early for us to comment on the longterm impact
on the global markets, we have always helped our customers navigate change in the financial industry, providing them with the tools
they need to adapt to change and manage their businesses more effectively. We will continue to have a distinct opportunity
to help our customers operate in fragmented markets and differing regulatory regimes.
In the months leading up to the UK government’s referendum,
we carried out a detailed risk analysis of our business and we don’t anticipate any disruption to our ability to deliver
products and services as a result of the outcome.
As the consequences of Brexit become clearer, we will adjust
our strategy and operations to ensure we continue to serve our customers' needs. We are a global company and will continue
to operate globally.
I will update you as we know more. In the meantime, let's
stay focused on serving our customers and continuing to grow our great company.
Lance
Important Information About the Transaction and Where to
Find It
In connection with the proposed transaction, Markit has filed
with the Securities and Exchange Commission (“SEC”) a registration statement on Form F-4 (Registration Statement No.
333-211252) that includes a joint proxy statement of IHS and Markit. IHS and Markit may also file other documents with the SEC
regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration
statement or any other document which IHS or Markit may file with the SEC. INVESTORS AND SECURITY HOLDERS OF IHS and Markit ARE
URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED
OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders
may obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and other documents
filed with the SEC by IHS and Markit through the web site maintained by the SEC at www.sec.gov
or by contacting the investor relations department of IHS or Markit at the following:
IHS
15 Inverness Way East
Englewood, CO 80112
Attention: Investor Relations
+1 303-397-2969
|
Markit
4th Floor, Ropemaker Place,
25 Ropemaker St., London England EC2 9LY
Attention: Investor Relations:
+44 20 7260 2000
|
Participants in the Solicitation
IHS, Markit, and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding IHS’s
directors and executive officers, and their direct or indirect interests in the transaction, by security holdings or otherwise,
is contained in IHS’s Form 10-K for the year ended November 30, 2015 and its proxy statement filed on February 24, 2016,
which are filed with the SEC. Information regarding the directors and executive officers of Markit, and their direct or indirect
interests in the transaction, by security holdings or otherwise, is contained in Markit’s 20-F for the year ended December
31, 2015, and Markit’s proxy statement filed on Form 6-K on March 28, 2016, which are filed with the SEC. A more complete
description is available in the registration statement on Form F-4 and the joint proxy statement/prospectus.
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 offer 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.
Forward-Looking Statements
This communication contains “forward-looking statements”
within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future
business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,”
“intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,”
“target,” similar expressions, and variations or negatives of these words. Forward-looking statements by their nature
address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction
and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the proposed
transaction or to make or take any filing or other action required to consummate such transaction on a timely matter or at all,
are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference
include, but are not limited to, (i) the completion of the proposed transaction on anticipated terms and timing, including obtaining
shareholder or stockholder (as applicable) approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures,
revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business
and management strategies for the management, expansion and growth of the combined company’s operations and other conditions
to the completion of the merger, (ii) the ability of IHS and Markit to integrate the business successfully and to achieve anticipated
synergies, risks and costs, (iii) potential litigation relating to the proposed transaction that could be instituted against IHS,
Markit or their respective directors, (iv) the risk that disruptions from the proposed transaction will harm IHS’s and Markit’s
business, including current plans and operations, (v) the ability of IHS or Markit to retain and hire key personnel, (vi) potential
adverse reactions or changes to business relationships resulting from the announcement or completion of the merger, (vii) continued
availability of capital and financing and rating agency actions, (viii) legislative, regulatory and economic developments, including
any new or proposed U.S. Treasury rule changes, (ix) potential business uncertainty, including changes to existing business relationships,
during the pendency of the merger that could affect IHS’s and/or Markit’s financial performance, (x) certain restrictions
during the pendency of the merger that may impact IHS’s or Markit’s ability to pursue certain business opportunities
or strategic transactions and (xi) unpredictability and severity of catastrophic events, including, but not limited to, acts of
terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors. These
risks, as well as other risks associated with the proposed merger, are more fully discussed in the joint proxy statement/prospectus
that is included in the registration statement on Form F-4 that has been filed with the SEC in connection with the proposed merger.
While the list of factors presented here is, and the list of factors presented in the registration statement on Form F-4 are, considered
representative, no such list should 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 IHS’s or Markit’s consolidated financial condition, results of operations, credit
rating or liquidity. Neither IHS nor Markit assumes any obligation to publicly provide revisions or updates to any forward looking
statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise
required by securities and other applicable laws.
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