Dear Former Shareholder of IHS Markit Ltd.:
We are pleased to inform you that on February 28, 2022, S&P Global Inc. (“S&P Global”) completed its merger with IHS Markit Ltd. (“IHS Markit”). As a result of the merger, IHS Markit has become a wholly owned subsidiary of S&P Global and is no longer a publicly traded company.
We are excited to welcome you as a shareholder of S&P Global, as we believe the merger brings together two world-class organizations, a unique portfolio of highly complementary assets in attractive markets, and cutting-edge innovation and technology capability to accelerate growth and enhance value creation. Serving a global customer base across financial information and services, ratings, indices, commodities and energy, and transportation and engineering, we are excited to provide differentiated solutions important to the workflows of many of the world’s leading companies. Please visit www.spglobal.com/merger for more information on the merger.
As a result of the merger, and subject to the terms of the Agreement and Plan of Merger, dated as of November 29, 2020 (as amended by Amendment No. 1 thereto, dated as of January 20, 2021, the “Merger Agreement”), by and among S&P Global; IHS Markit; and Sapphire Subsidiary, Ltd., a wholly owned subsidiary of S&P Global; each issued and outstanding IHS Markit share (other than certain excluded shares) will be converted into the right to receive 0.2838 shares of S&P Global common stock (and, if applicable, cash in lieu of fractional shares of S&P Global common stock, without interest), and less any applicable withholding taxes (collectively, the “Merger Consideration”).
A description of the Merger Agreement was included in the joint proxy statement/prospectus filed by S&P Global and IHS Markit on January 8, 2021, as amended on January 20, 2021, which was mailed under separate cover to IHS Markit shareholders on or about January 22, 2021.
If you held IHS Markit shares through a broker, bank or other intermediary (in “street name”), please contact your broker or bank for further information.
If you held IHS Markit shares as a Registered Shareholder, you will receive a mailing from Computershare, the exchange agent, in approximately 10-15 business days.
- If you held shares in book-entry formerly representing common shares of IHS Markit, your IHS Markit shares will be automatically exchanged for the Merger Consideration, and a new shareholder account will be created for you at Computershare. You will be mailed a Direct Registration Statement representing the total number of whole shares of S&P Global common stock and, if applicable, a check for the value of any fractional shares of S&P Global common stock that you would have otherwise been entitled to receive.
- If you hold one or more stock certificates formerly representing common shares of IHS Markit, you will be mailed a Letter of Transmittal with a request to surrender your IHS Markit certificates to the exchange agent in exchange for the Merger Consideration, as well as to receive any future dividends or distributions the S&P Global Board of Directors may declare on shares of S&P Global common stock. When properly delivered to the exchange agent, a Direct Registration Statement representing the total number of whole shares of S&P Global common stock that have been credited to your account will be mailed to you. The mailing will also include a check for the value of any fractional shares of S&P Global common stock that you would have otherwise been entitled to receive. If you have lost or are not in possession of some or all of your certificate(s), please submit an affidavit for lost certificates along with payment of the Surety Bond premium in exchange for the Merger Consideration.
Thank you for your investment in our company, and we look forward to serving you as a shareholder of S&P Global.
Download IRS Form 8937
Merger and Tax Information FAQ