Merger FAQ

Why did IHS and Markit pursue this transaction?
IHS and Markit believe this combination creates a global information powerhouse with leading positions in energy, financial services and transportation, and which serves a world-leading customer base with the opportunity to deliver a broader set of next-generation solutions across industries.
When did this transaction close?
The transaction closed on July 12, 2016.
Who will be the executive leadership team of IHS Markit?
The senior executive leadership team members of IHS Markit is:

Jerre Stead, Chairman of the Board of Directors and CEO of IHS Markit.
Lance Uggla, President and member of the Board of Directors
Daniel Yergin, Vice Chairman
Todd Hyatt, Executive Vice President and Chief Financial Officer (CFO)
Shane Akeroyd, Executive Vice President-Global Head of Account Management and Regional Head of Asia Pacific
Jonathan Gear, Executive Vice President-Resources and Transportation
Sari Granat, Executive Vice President and General Counsel
Randy Harvey, Executive Vice President and Chief Technology Officer (CTO)
Adam Kansler, Executive Vice President-Financial Markets
Yaacov Mutnikas, Executive Vice President-Financial Market Technologies
Jane Okun Bomba, Executive Vice President and Chief Administrative Officer
Jeff Sisson, Executive Vice President and Chief of Staff
Michele Trogni, Executive Vice President-Consolidated Markets and Solutions
How will the Board of Directors of IHS Markit be structured?
The Board of Directors of IHS Markit will initially consist of eleven members – six from IHS and five from Markit. Jerre Stead will serve as Chairman and CEO of IHS Markit, until his retirement on December 31, 2017. At that time, the Board of Directors will consist of ten members and Lance Uggla will become Chairman and CEO of IHS Markit.
What will IHS shareholders receive for their IHS common stock as a result of the transaction? What will MRKT shareholders receive?
IHS stockholders will be entitled to receive 3.5566 (which we refer to as the exchange ratio) Markit common shares for each share of IHS common stock they hold at the effective time, which we refer to as the merger consideration. IHS stockholders will not receive any fractional Markit common shares in the merger. Instead, IHS stockholders will receive cash in lieu of any fractional Markit common shares, that they would otherwise have been entitled to receive, based on then prevailing market prices.

Markit shareholders will continue to hold their Markit common shares and will not receive any consideration.
What equity stake will former MRKT shareholders and former IHS shareholders hold in IHS Markit?
Under the merger agreement and pursuant to the exchange ratio, based on IHS’s and Markit’s respective fully diluted shares as of the signing date, it is expected that IHS stockholders and Markit shareholders will own approximately 57% and 43%, respectively, of the combined company common shares immediately following the effective time, excluding shares held by the Employee Benefit Trust.
Will this transaction be a taxable event for IHS shareholders?
In general, subject to the discussion relating to the potential application of Section 304 of the Code under “The Merger Agreement—Certain U.S. Federal Income Tax Consequences” beginning on page 103 of our F-4 filed with the SEC on June 6, 2016, a U.S. holder of IHS common stock will recognize gain or loss equal to the difference between (i) the fair market value of the IHS Markit common shares received by such U.S. holder in the merger (including any cash received in lieu of fractional IHS Markit common shares) and (ii) its aggregate tax basis in the IHS common stock surrendered in the merger.
Will this transaction be a taxable event for Markit shareholders?
There are no U.S. federal income tax consequences of the merger to U.S. holders of Markit common shares, unless they also hold IHS common stock.
What will happen to outstanding Markit and IHS equity awards in the merger?
All Markit equity awards will remain outstanding in accordance with the terms and conditions under the applicable plan and award agreement in effect immediately prior to the effective time, including amendments to such terms and conditions that have been adopted in connection with the merger.

The merger agreement generally provides for the conversion of IHS restricted stock unit awards, IHS deferred stock units and IHS performance-based vesting stock unit awards into corresponding awards for a number of IHS Markit common shares, rounded up to the nearest whole share, determined by multiplying the number of shares of IHS common stock subject to each IHS award by the exchange ratio. For certain performance-based vesting stock unit awards, the number of units so converting will be based on the specified percentage applicable to the underlying award. The converted awards will be subject to the same terms and conditions as the original IHS awards, except that certain performance-based vesting stock unit awards will become time-based vesting awards that vest on the February 1 following the expiration of the applicable performance period.