The UK Competition and Markets Authority (CMA) today announced the launch of its merger inquiry by notice to S&P Global Inc and IHS Markit Ltd.
The regulator gave notice pursuant to section 96(2A) of the Act that the merger notice provided by S&P Global Inc. and IHS Markit Inc. in relation to the anticipated acquisition by S&P Global Inc. of IHS Markit Ltd (the Merger) meets the requirements of section 96(2) of the Act.
The initial period defined in section 34ZA(3) of the Act in relation to the Merger will therefore commence on the first working day after the date of this notice, ie on 24 August 2021. The deadline for the CMA to announce its decision whether to refer the Merger for a Phase 2 investigation is therefore 19 October 2021.
S&P Global and IHS Markit continue to expect to close the proposed merger in the second half of 2021, subject to the satisfaction or waiver of specified closing conditions.
In November 2020, S&P Global and IHS Markit announced their entry into a definitive merger agreement to combine in an all-stock transaction which values IHS Markit at an enterprise value of $44 billion, including $4.8 billion of net debt.
Under the terms of the merger agreement, which has been unanimously approved by the Boards of Directors of both companies, each share of IHS Markit common stock will be exchanged for a fixed ratio of 0.2838 shares of S&P Global common stock. Upon completion of the transaction, current S&P Global shareholders will own approximately 67.75% of the combined company on a fully diluted basis, while IHS Markit shareholders will own approximately 32.25%.
In March 2021, shareholders of IHS Markit voted overwhelmingly to approve the deal.
In June, the CMA invited comments on the transaction from any interested party. The deadline for submitting comments has passed.