Filed by Markit Ltd.
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: IHS Inc.
(Commission File No.: 001-32511)
The following note was sent to Markit employees and colleagues on May 25, 2016.
Markit
/ IHS merger – update
May 25th 2016
Dear colleagues
As discussed during my global townhall in April, I intend to keep you updated on the key developments relating to our merger with IHS.
In the past few weeks, we have reached two important milestones. Firstly, we received all the regulatory approvals required for our merger to be completed. Secondly, on May 10th, we filed with the US Securities and Exchange Commission our registration statement (Form F-4) related to the merger.
The F-4 required a huge effort and collaboration across the finance and legal teams of both companies and is the first step in preparing for our shareholder votes relating to the merger. The initial filing, which can be found here, will be updated in the coming weeks. Once effective, it will be distributed to shareholders of both companies to provide them with important information to consider for the vote on the merger.
Additionally, after an extensive review process together with IHS, we have selected The Boston Consulting Group (BCG) to work with us on the post merger integration including merger planning and execution. BCG will help benchmark our processes against best practice and provide an objective assessment of decisions that need to be made.
In the next few weeks, we will kick off the work with BCG in earnest. As part of the merger planning, a steering committee, internal workstreams and working groups across Markit and IHS will be established. These will set the strategic direction and priorities of the integration, and will also analyse and validate the synergies and cross selling opportunities identified at the outset. I will update you on who will be leading these efforts in due course.
Jerre and I have spent a considerable amount of time together over the past ten days and we are making great progress on our merger planning. We have not yet concluded our decisions regarding organisational structure and our leadership team but we will be sure to share those details with you once they are complete.
These are exciting next steps in our merger and I look forward to giving you more information soon. In the meantime, I would encourage you to stay as focused as ever on our day to day business.
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:
| HIS | Markit |
| 15 Inverness Way East | 4th Floor, Ropemaker Place, |
| Englewood, CO 80112 | 25 Ropemaker St., London England EC2 9LY |
| Attention: Investor Relations | Attention: Investor Relations: |
| +1 303-397-2969 | +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.