business areas in which BKI and ICE operate; the ability to promptly and effectively integrate the businesses of BKI with those of ICE; the possibility that the Transaction may be more expensive
to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of BKIs or ICEs customers, employees or other business partners, including those resulting from the
announcement or completion of the Transaction; the diversion of managements attention and time from ongoing business operations and opportunities on merger-related matters; ICEs ability to complete the contemplated debt financing on a
timely basis, on favorable terms or at all; and the impact of the global COVID-19 pandemic on BKIs or ICEs businesses, the ability to complete the Transaction or any of the other foregoing risks.
These factors are not necessarily all of the factors that could cause BKIs or ICEs actual results, performance, or achievements to differ
materially from those expressed in or implied by any of the forward-looking statements. Other unknown or unpredictable factors also could harm BKIs or ICEs results.
All forward-looking statements attributable to BKI or ICE, or persons acting on BKIs or ICEs behalf, are expressly qualified in their entirety by
the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made and BKI and ICE do not undertake or assume any obligation to update publicly any of these statements to reflect actual results, new
information or future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If BKI or ICE update one or more forward-looking statements, no inference should
be drawn that BKI or ICE will make additional updates with respect to those or other forward-looking statements. Further information regarding BKI, ICE and factors which could affect the forward-looking statements contained herein can be found in
BKIs Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and its other filings with the SEC, and in ICEs Annual Report on Form 10-K
for the fiscal year ended December 31, 2021 and its other filings with the SEC.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the Transaction, ICE will file with the SEC a Registration Statement on Form S-4 to register the
shares of ICE common stock to be issued in connection with the Transaction. The Registration Statement will include a proxy statement of BKI that also constitutes a prospectus of ICE. The definitive proxy statement/prospectus will be sent to the
stockholders of BKI seeking their approval of the Transaction and other related matters.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT ON FORM S-4 AND THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 WHEN THEY BECOME AVAILABLE, AS WELL AS ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING BKI, ICE, THE TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by BKI or ICE through the website
maintained by the SEC at http://www.sec.gov or from BKI at its website, www.blackknightinc.com, or from ICE at its website, www.theice.com. Documents filed with the SEC by BKI will be available free of charge by accessing BKIs website
at www.blackknightinc.com under the tab Investors and then under the heading Financials SEC Filings or, alternatively, by directing a request by mail or telephone to Black Knight, Inc., 601 Riverside Avenue,
Jacksonville, Florida 32204, Attention: Investor Relations, (904) 854-5100, and documents filed with the SEC by ICE will be available free of charge by accessing ICEs website at www.ice.com and
following the link for Investor Relations or, alternatively, by directing a request by mail or telephone to Intercontinental Exchange, Inc., 5660 New Northside Drive, Third Floor, Atlanta, Georgia 30328, Attention: Investor Relations, (770) 857-4700, or by email to investors@ice.com.
PARTICIPANTS IN THE SOLICITATION
BKI, ICE, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the
stockholders of BKI in connection with the Transaction under the rules of the SEC. Information about the interests of the directors and executive officers of BKI and ICE and other persons who may be deemed to be participants in the solicitation of
stockholders of BKI in connection with the Transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy