According to the Complaint, S&P Global Inc. provides credit ratings, benchmarks and analytics in the global capital and commodity markets, offering ESG solutions, deep data and insights on critical business factors.
On November 30, 2020, S&P and IHS Markit Ltd. issued a joint press release announcing that they had entered into an Agreement and Plan of Merger dated November 29, 2020 (as amended January 20, 2021, the “Merger Agreement”) to merge S&P with IHS Markit. Under the terms of the Merger Agreement, each IHS Markit stockholder will receive 0.2838 shares of S&P common stock for each share of IHS Markit common stock they own (the “Merger Consideration”). Upon completion of the merger, IHS Markit stockholders will own approximately 32.25% of the common stock of the combined company and S&P Global stockholders will own approximately 67.75% of the common stock of the combined company. The Proposed Transaction is valued at approximately $44.5 billion.
On January 22, 2021, S&P filed a Form 424B3 Prospectus (the “424B3”) with the SEC. The Complaint alleges that the 424B3, which recommends that S&P stockholders vote in favor of the issuance of S&P common stock to IHS Markit stockholders in connection with the Proposed Transaction (the “Share Issuance”), omits or misrepresents material information concerning, among other things: (i) IHS Markit’s and S&P Global’s financial projections and the data and inputs underlying the valuation analyses performed by the Company's financial advisor; and (ii) the financial advisor’s potential conflicts of interest.