Edgar Filing: IHS Inc.

425

IHS Q1 2016

COMPANY UPDATE

MARCH 2016

Filed by IHS Inc.

Pursuant to Rule 425 of the Securities Act of 1933, as amended, and

deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended

Subject Company: IHS Inc.

(Commission File No. 001-32511)

IHS Confidential

Not for disclosure outside of IHS

Message from Jerre Stead, Head Coach and CEO

A Merger of Equals: Overview

Announced on Monday, March 21 that IHS and Markit

signed an agreement to merge.

After approvals, is expected to close in the second half of this year.

The new company will be called “IHS Markit” with new branding yet to be determined.

Jerre will be Chairman of the Board and CEO. Lance Uggla, current Chairman of the board

and CEO of Markit, will be President and a board member.

Jerre has announced his plans to retire December 2017 at which point Lance will be

Chairman of the Board and CEO.

The new company will be headquartered in London (where Lance is based) with key

operations continuing to be based in Englewood (where Jerre is based).

This is transformational in that it joins two market leaders in their respective industries

to create the leading global information services company.

IHS in Resources, Transportation and our CMS business lines; Markit in Financial

Information Services.

A Merger of Equals: Customers

Combines two information-rich companies with critical business information,

intelligence and analytics to create an information powerhouse across multiple

sectors.

This is very positive for customers as it will enable us to provide a broader, richer

set of next-generation information and analytics products across industries to help

customers seeking to improve decision making.

IHS and Markit

are both committed to delivering the highest levels of customer

service with the priority of providing the best information and analysis.

For now, nothing will change for our customers. Customers will continue to use

their regular contacts and there is no change to log-ins, etc.

In all my years leading other public companies, I have

never seen a combination of companies that makes

more sense for colleagues, customers and shareholders.

Jerre Stead, IHS Chairman of the Board and CEO

A Merger of Equals: Colleagues

The merger will expand our markets considerably and increase long-term growth

opportunities through sector and economic cycles.

Deep, non-overlapping customers, complementary products and services.

The new IHS Markit

will enable us to continue to invest in new capabilities and skill

sets to best serve our customers that, in turn, offer challenging and exciting

opportunities for colleagues around the world.

Culturally, IHS and Markit

are a strong fit of values-based organizations with a

mutual focus on delighting customers and ensuring colleague success.

Our companies share so much more than success. We have

the same passion for our people and our customers and the

desire to use innovation to build leading products and services.

Lance Uggla, Markit Chairman of the Board and CEO

Merger of two market leaders

Financial services

TMT

Automotive

Aerospace & Defense

Maritime

See the Appendix for the definitions of Free Cash Flow and Adjusted EBITDA margin, which are non-GAAP/IFRS financial measure, and for reconciliations to their

most directly comparable GAAP/IFRS financial measures.

Revenue: $2.2b

Free cash flow: $490m

Adj. EBITDA margin: 31.9%

81% subscription based revenues

Revenue: $1.1b

Free cash flow: $289m

Adj. EBITDA margin: 45.0%

94% recurring revenue

FY 2015 financial profile

~9,000 employees

33 countries

~4,200 employees

13 countries

IHS Connect

IHS Engineering Workbench

IHS

Automotive / Polk / Carfax

IHS CERA

IHS Global Insight

IHS Jane’s

CDS, Loans and Bond pricing data

Markit PMI / iBoxx

/ CDX / iTraxx

MarkitSERV

Markit WSO

KYC / KY3P

Markit Enterprise

Data Management

Energy

Chemical

FY 2015

financial

profile

Global reach

Selected

products

and brands

Sector

leadership

Creating a global leader in critical information,

analytics and solutions

Actual synergies and other cost savings, including the costs required to achieve these synergies and savings, may differ materially from the current expectations, and neither IHS

nor Markit can assure investors that they will achieve the full amount of these estimated synergies on schedule or at all.

World-class customers and colleagues

Multiple levers to value creation

Compelling financial profile

Mission critical information and deep domain

expertise across Energy, Financial Services

and Transportation

Significant opportunities to offer a more diverse

product set to a broader combined client base

Breadth of information, analytics and solutions

enables creation of next generation products

and services

Subscription-based model produces more than 85%

recurring revenues

Significant operational leverage to drive increasing

margins and profitability

Robust free cash flow supports investment in

business and strong balance sheet

An information powerhouse

Identifiable and achievable cost synergies of

$125m

$1 billion of share repurchases in each of 2017

and 2018

Clear revenue synergies of $100m

Adjusted diluted EPS growth of ~20% in 2017

Immediately accretive with mid-teens accretion in

2018

Serving over 75% of the Fortune Global 500

Deep relationships with leaders across multiple

industries and government

Leading-edge technology and talent

Management team with strong track record of

integrating acquisitions

Complementary values based culture focused on

customers and innovation

Strategic and financial rationale

Information

powerhouse

innovating for

the future

Complementary

product offerings

Global scale

in growth markets

Broad customer

bases

High recurring

revenue driving

significant free cash

flow

Identifiable and

achievable cost

synergies

Experienced

management

team

Driving value through M&A integration

Successful integration of acquisitions built into

business model of both firms

Track record of synergy achievement through cross-

and up-selling of acquired products / customer bases

Shared culture will promote smooth integration

Management teams fully aligned on integration and

strategic goals

Keys to success

A Merger of Equals: What to expect next…

For now, it is absolutely critical for each of us to remain focused on delivering on

our objectives to ensure we achieve our 2016 financial and operational goals for

IHS.

While every question about the merger cannot be answered now, IHS leadership is

committed to communicating with you regularly during the merger approval

process so that you can lean more about Markit, the merger and future operations.

Visit the “IHS Markit Merger” space on TheSource

for ongoing updates and to

submit questions.

On that space there are links to videos, FAQs, information about Markit, our investor

presentation outlining the deal and much more.

In the future, an overview of the integration process, the team’s progress, and

deeper-dives on various people, products and services from both Markit and IHS

will be published along with an invitation to discuss online your thoughts, ideas and

reactions.

IHS Markit

merger space on TheSource

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 consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, including the

failure to consummate the proposed transaction or to make or take any filing or other action required to consummate such transaction on a timely matter or at all, 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 completion of the proposed transaction on anticipated terms and timing, including obtaining shareholder or stockholder (as applicable) and regulatory approvals, 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 and other conditions to the completion of the merger, (ii) the ability of IHS and 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 risk that disruptions from the proposed transaction will harm IHS’s and Markit’s business, including current plans and operations, (v) the ability of IHS or Markit to retain and hire key personnel, (vi) potential

adverse reactions or changes to business relationships resulting from the announcement or completion of the merger, (vii) continued availability of capital and financing and rating agency actions, (viii)

legislative, regulatory and economic developments, (ix) potential business uncertainty, including changes to existing business relationships, during the pendency of the merger that could affect IHS’s and/or

Markit’s financial performance, (x) certain restrictions during the pendency of the merger that may impact IHS’s or Markit’s ability to pursue certain business opportunities or strategic transactions and (xi)

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 associated with the proposed merger, will be more fully discussed in the joint proxy statement/prospectus that will be included in the registration statement on Form F-4 that will be

filed with the SEC in connection with the proposed merger. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form F-4 are, 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’ or Markit’s consolidated financial condition, results of operations, credit rating or

liquidity. Neither IHS nor Markit assumes 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.

Non-IFRS and non-GAAP 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 IFRS or GAAP 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 within the appendix to this presentation.

IHS and Markit use non-GAAP and non-IFRS 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 feature non-GAAP and non-IFRS measures which are also used to prepare

strategic plans and annual budgets and review management compensation. IHS and Markit also believe that investors may find non-GAAP and non-IFRS financial measures 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 are frequently used by securities analysts, investors and other interested parties in their evaluation of companies comparable to IHS and 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, IHS’s and Markit’s respective results of operations as determined in accordance with GAAP and IFRS, respectively.

This presentation also includes certain forward-looking non-IFRS or non-GAAP financial measures, such as combined free cash flow, adjusted diluted EPS and Adjusted EBITDA Margin. We are unable to

present a quantitative reconciliation of this forward-looking non-IFRS or non-GAAP financial information because management cannot reliably predict all of the necessary components of such measures.

Accordingly, investors are cautioned not to place undue reliance on this information.

Finally, IHS operates under a fiscal year that ends on November 30th of each year, while Markit operates under a fiscal year that ends on December 31st of each year. Unless otherwise indicated, the combined

information in this presentation is based on the results of IHS and Markit for each of their respective fiscal years, without any adjustment for the fact that the companies have different fiscal year ends.

IHS

MARKIT

15 Inverness Way East

4th

Floor,

Ropemaker

Place,

Englewood, CO 80112

25 Ropemaker Street, London England EC2Y 9LY

Attention: Investor Relations

+1 303-397-2969

+44 20 7260 2000

Participants in the Solicitation

IHS, Markit, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding IHS’s

directors and executive officers, and their direct or indirect interests in the transaction, by security holdings or otherwise, is contained in IHS’s Form 10-K for the year ended November 30, 2015

and its proxy statement filed on February 24, 2016, which are filed with the SEC. Information regarding the directors and executive officers of Markit, and their direct or indirect interests in the

transaction, by security holdings or otherwise, is contained in Markit’s 20-F for the year ended December 31, 2015, and Markit’s proxy statement filed on Form 6-K on March 27, 2015, which are

filed with the SEC. A more complete description will be available in the registration statement on Form F-4 and the joint proxy statement/prospectus.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of

approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any

such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Important Information About the Transaction and Where to Find It

In connection with the proposed transaction, Markit will file with the Securities and Exchange Commission (“SEC”) a registration statement on Form F-4 that will include a joint proxy statement of IHS

and Markit. IHS and Markit may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration

statement or any other document which IHS or Markit may file with the SEC. INVESTORS AND SECURITY HOLDERS OF IHS AND MARKIT ARE URGED TO READ THE REGISTRATION

STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY

AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT

THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the registration statement and the joint proxy statement/prospectus (when

available) and other documents filed with the SEC by IHS and Markit through the web site maintained by the SEC at www.sec.gov or by contacting the investor relations department of IHS or Markit at

the following:

Questions