CMA directs IHS Markit to appoint monitoring trustee for S&P Global deal
Shortly after the UK Competition and Markets Authority (CMA) served an initial enforcement order in relation to the anticipated acquisition of IHS Markit Ltd. by S&P Global Inc, the regulator has issued directions to IHS Markit to appoint a monitoring trustee.
For the purpose of securing compliance with the Order, IHSM and IHSM UK must appoint a monitoring trustee (MT).
The MT is required to provide an initial report to the CMA no later than 3 weeks following the MT’s appointment, giving details of any arrangements which have been, or should be, put in place to ensure compliance with the Order.
In addition, the MT must provide a statement to the CMA within 15 days of the end of each month thereafter (or otherwise as required by the CMA) stating whether or not, in his or her view, IHSM and IHSM UK have and are complying with the Order.
The parties entered into a legally binding agreement on 31 July 2021 to divest IHSM’s Oil Price Information business and Coal, Metals and Mining division to News Corp, conditional on approval by the CMA of the purchaser and the terms and conditions of purchase.
IHSM and IHSM UK will have to minimise as far as possible any risk of loss of competitive potential of the Divestment Businesses and in particular ensure that:
- the Divestment Businesses are maintained as a going concern and sufficient resources are made available for the development of the Divestment Businesses on the basis of their respective pre-Transaction business plans;
- except in the ordinary course of business, no substantive changes are made to the organisational structure of, or the management responsibilities within, the Divestment Businesses;
- except in the ordinary course of business, the nature, description, range and quality of goods and/or services supplied in the UK by each of the Divestment Businesses are maintained and preserved;
- the software and hardware platforms of the Divestment Businesses shall remain essentially unchanged, except for routine changes and maintenance and changes that are necessary to facilitate the News Corp divestment;
- no changes are made to Key Staff of the Divestment Businesses; and
- all reasonable steps are taken to encourage all Key Staff to remain with the Divestment Businesses.