IHS Markit debuts as leader in critical
information, analytics and solutions
IHS Inc. and Markit Ltd. today announced the completion of their
previously announced merger to form IHS Markit (Nasdaq: INFO), a
new leader in critical information, analytics and solutions that
drive economies and markets worldwide. IHS Markit will begin
trading tomorrow, July 13, 2016, on the Nasdaq Global Select Market
under the trading symbol “INFO.”
This Smart News Release features multimedia.
View the full release here:
http://www.businesswire.com/news/home/20160712006665/en/
“This merger is such an important milestone for our company,
colleagues, customers, shareholders and the entire business
information industry,” said Jerre Stead, chairman and chief
executive officer of IHS Markit. “With our unique positions in
energy, financial services and transportation, the sky is the limit
in terms of the analytics and next-generation solutions we will
provide to customers worldwide and across industries, as the new
global information leader.”
Lance Uggla, president of IHS Markit, said: “IHS Markit will
leverage best-in-class technologies to enhance the way our
customers access information, analytics and solutions. Our
expertise in the industries and markets that drive the global
economy will allow us to provide our customers with the tools they
need to make better decisions and gain a clear competitive
advantage.”
In accordance with the terms of the merger agreement, IHS
stockholders will receive 3.5566 common shares of Markit (now
renamed IHS Markit) in exchange for each share of IHS common stock,
which will no longer be publicly traded.
On March 21, 2016, IHS and Markit first announced the signing of
a definitive agreement under which the companies would combine in
an all-share merger of equals. IHS Markit has more than 50,000 key
business and government customers, including 80 percent of the
Fortune Global 500 and the world’s leading financial institutions,
creating significant cross-selling opportunities across multiple
industries and governments. The combined company’s reported results
for fiscal year 2015 include approximately $3.3 billion in revenue,
$1.2 billion in adjusted earnings before interest, taxes,
depreciation and amortization (EBITDA), and $800 million in free
cash flow.
The new 11-member board of directors for IHS Markit consists of:
Dinyar Devitre, Ruann Ernst, William Ford, Balakrishnan Iyer,
Robert Kelly, Deborah McWhinney, Jean-Paul Montupet, Richard
Roedel, James Rosenthal, Jerre Stead and Lance Uggla.
Conference Call and Webcast
Information
IHS Markit executive management will conduct a conference call
and webcast to discuss this news release on July 13, 2016 at 8:00
a.m. Eastern Daylight Time. To hear the live event, visit
http://investor.ihs.com and log in at least 15 minutes prior to the
start of the webcast.
A replay of the webcast will be available approximately two
hours after the conclusion of the live event on July 13. To access
the webcast recording, visit the same website link above.
About IHS Markit
IHS Markit (Nasdaq: INFO) is a world leader in critical
information, analytics and solutions for the major industries and
markets that drive economies worldwide. The company delivers
next-generation information, analytics and solutions to customers
in business, finance and government, improving their operational
efficiency and providing deep insights that lead to well-informed,
confident decisions. IHS Markit has more than 50,000 key business
and government customers, including 80 percent of the Fortune
Global 500 and the world’s leading financial institutions.
Headquartered in London, IHS Markit is committed to sustainable,
profitable growth.
IHS Markit is a registered trademark of IHS Markit Ltd. All
other company and product names may be trademarks of their
respective owners © 2016 IHS Markit Ltd. All rights reserved.
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 anticipated benefits of the transaction. These and other
forward-looking statements 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 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, (ii) the ability of IHS 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 ability of IHS Markit to retain
and hire key personnel, (v) continued availability of capital
and financing and rating agency actions, (vi) legislative,
regulatory and economic developments and
(vii) 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, are
more fully discussed in IHS Markit’s filings with the US Securities
and Exchange Commission. While the list of factors presented here
is 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 Markit’s consolidated
financial condition, results of operations, credit rating or
liquidity. IHS Markit does not assume 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.
Note on GAAP and IFRS Reporting
Standards
The financial information of IHS included herein was prepared in
accordance with U.S. generally accepted accounting principles, or
GAAP, while the financial information of Markit was prepared in
accordance with International Financial Reporting Standards, or
IFRS, as issued by the International Accounting Standards Board. As
a result, the financial information of IHS and Markit may not be
directly comparable. In addition, the combined company information
for fiscal year 2015 was prepared based on a simple arithmetic sum
of the results of each of IHS and Markit for fiscal year 2015. This
combined company information was neither prepared in accordance
with Regulation S-X of the SEC’s rules for pro forma financial
information nor adjusted for the fact that IHS operated, and IHS
Markit will operate, under a fiscal year end of November 30th and
Markit operated under a fiscal year of December 31st prior to
completion of the merger. Accordingly, you should not place undue
reliance on this information.
Note on Non-GAAP and Non-IFRS Financial
Measures
Non-GAAP and non-IFRS results are presented only as a supplement
to IHS’s and Markit’s financial statements based on GAAP and IFRS,
respectively. Non-GAAP and non-IFRS financial information is
provided to enhance understanding of IHS’s and Markit’s financial
performance, but none of these non-GAAP and non-IFRS financial
measures are recognized terms under GAAP or IFRS and non-GAAP and
non-IFRS measures should not be considered in isolation from, or as
a substitute analysis for, IHS’s or Markit’s results of operations
as determined in accordance with GAAP and IFRS, respectively.
Definitions and reconciliations of non-GAAP and non-IFRS measures
to the most directly comparable GAAP or IFRS measures are provided
below in this release.
IHS and Markit used non-GAAP and non-IFRS measures, and IHS
Markit uses non-GAAP measures, in their respective operational and
financial decision making, and believe that it is useful to exclude
certain items in order to focus on what they regard to be a more
reliable indicator of the underlying operating performance of the
business. As a result, internal management reports featured
non-GAAP and non-IFRS measures, and for IHS Markit will feature
non-GAAP measures, which are also used to prepare strategic plans
and annual budgets and review management compensation. IHS Markit
also believes that investors may find historical non-GAAP and
non-IFRS financial measures for IHS and Markit, and non-GAAP
measures for IHS Markit, useful for the same reasons, although
investors are cautioned that non-GAAP and non-IFRS financial
measures are not a substitute for GAAP and IFRS disclosures.
Non-GAAP and non-IFRS measures were, and non-GAAP measures are,
frequently used by securities analysts, investors and other
interested parties in their evaluation of companies comparable to
IHS, Markit and IHS Markit, many of which present non-GAAP and
non-IFRS measures when reporting their results. Non-GAAP and
non-IFRS measures have limitations as an analytical tool. They are
not presentations made in accordance with GAAP or IFRS, are not
measures of financial condition or liquidity and should not be
considered as an alternative to profit or loss for the period
determined in accordance with GAAP or IFRS or operating cash flows
determined in accordance with GAAP or IFRS. Non-GAAP and non-IFRS
measures are not necessarily comparable to similarly titled
measures used by other companies. As a result, you should not
consider such performance measures in isolation from, or as a
substitute analysis for, results of operations as determined in
accordance with GAAP and IFRS.
Reconciliation to Non-GAAP and Non-IFRS
Financial Measures
ADJUSTED EBITDA FOR IHS
Adjusted EBITDA is equal to EBITDA, which is defined as net
income plus or minus net interest, plus provision for income taxes,
depreciation, and amortization, and further excludes primarily
non-cash items and other items that we do not consider to be useful
in assessing our operating performance (e.g., stock-based
compensation expense, restructuring charges, acquisition-related
costs, asset impairment charges, gain or loss on sale of assets,
gain or loss on debt extinguishment, pension mark-to-market and
settlement expense, and income or loss from discontinued
operations).
The following table reconciles IHS profit for the period from
continuing operations to our Adjusted EBITDA for the periods
presented:
2015 Net income
240,193 Interest income (933) Interest expense 70,985
Provision for income taxes 48,853 Depreciation 84,958 Amortization
related to acquired intangible assets 130,122 Stock-based
compensation expense 128,916 Restructuring charges 39,359
Acquisition-related costs 1,472 Impairment of assets 1,243 Loss on
sale of assets - Loss on debt extinguishment - Pension
mark-to-market and settlement expense 2,492 Income from
discontinued operations, net (51,255)
Adjusted EBITDA
696,405
ADJUSTED EBITDA FOR MARKIT
Adjusted EBITDA is defined as profit for the period from
continuing operations before income taxes, net finance costs,
depreciation and amortisation on fixed assets and intangible assets
(including acquisition related intangible assets), acquisition
related items, exceptional items, share based compensation and
related items, net other gains or losses, including Adjusted EBITDA
attributable to joint ventures and excluding Adjusted EBITDA
attributable to non-controlling interests.
The following table reconciles Markit’s profit for the period
from continuing operations to our Adjusted EBITDA for the period
presented:
($ in millions)
For the yearended
December31, 2015
Profit for the period 152.1 Income tax
expense 70.0 Finance costs – net 18.9
Depreciation and amortisation – other 107.0
Amortisation – acquisition related 63.7 Acquisition
related items 4.2 Exceptional items
48.7 Share based compensation and related items 50.8
Other (gains) / losses – net (13.7) Share of results
from joint venture not attributable to Adjusted EBITDA
(2.4) Adjusted EBITDA attributable to non-controlling
interests (2.4)
Adjusted EBITDA
496.9
FREE CASH FLOW FOR IHS
Free cash flow is defined as net cash provided by operating
activities less capital expenditures.
The following table reconciles IHS net cash generated by or used
in operating activities to free cash flow.
2015 Net cash
generated by operating activities 612.6 Capital
expenditures on property and equipment (122.9)
Free cash
flow 489.7
FREE CASH FLOW FOR MARKIT
Free cash flow is defined as net cash generated by or used in
operating activities, less capital expenditure, purchases of
property, plant and equipment and intangible assets. The following
table reconciles Markit’s net cash generated by or used in
operating activities to free cash flow.
For the yearendedDecember
31,2015
Net cash generated by operating activities
405.6
Purchases of property, plant and
equipment
(16.6)
Purchases of intangible assets (100.5)
Free cash
flow 288.5
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160712006665/en/
IHS Inc.News Media
ContactsDan Wilinsky,
+1-303-397-2468dan.wilinsky@ihs.comorInvestor Relations ContactsEric
Boyer, +1-303-397-2969eric.boyer@ihs.com
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