IHS Inc., a source of critical information and analytics, has signed a definitive agreement to acquire R.L. Polk & Co., a recognized leader in providing automotive information and analytics solutions. The $1.4 billion transaction will be funded with 10 percent equity and the remainder with cash on hand, cash from an existing revolver and a new bank term loan. The acquisition is subject to customary closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“The acquisition of R.L. Polk brings extensive and complementary information and analytical solutions that would establish IHS as a vital strategic partner of the global automotive value chain,” said IHS President and Chief Executive Officer Scott Key. “R.L. Polk has a long history of providing critical information to the automotive industry,” he said. “The combination with IHS Automotive creates a comprehensive capability that will significantly enhance customers’ insights and decision processes across the full vehicle lifecycle with analytics from product planning through manufacturing, sales and into automotive aftermarkets.”

R.L. Polk consists of two divisions – Polk and CARFAX – that provide actionable market intelligence, powerful tools and analytics and extensive vehicle history data. For nearly a century, the company has synthesized the fragmented big data “exhaust” of the automotive industry into meaningful, insightful, reliable and intuitive offerings to stakeholders across the value chain:

• Polk provides mission-critical market data, analysis and tools for the entire automotive ecosystem. This division enables automotive business customers to improve, predict, analyze and measure performance.

• CARFAX provides consumers and automotive dealers with vehicle history information to enhance used vehicle purchase and sales decisions. This division is the primary source of vehicle history information for cars operating in the U.S. and Canada.

The products and services offered by R.L. Polk, Key said, are “complementary to existing IHS Automotive solutions and open up large adjacent markets.” The acquisition, he said, would also provide IHS with a high-growth U.S. asset, CARFAX, that can be replicated in other geographies to take advantage of the expected high growth in worldwide used car markets.

“The continued growth and transformation of the automotive industry through the next decade, led by global growth in light vehicle demand, technological changes and the transformation of the OEM supply chain, will fuel strong growth in demand for data, research and analytics to support investment decisions,” Key said. “IHS has successfully acquired and integrated more than 50 acquisitions since 2007. We look forward to combining R.L. Polk’s market-leading information with IHS Automotive’s industry-leading forecasts and insights to create new efficiencies for customers and reduce decision times.”

IHS Chief Financial and IT Officer Todd Hyatt said R.L. Polk brings to IHS an attractive financial profile and accretive growth trajectory. “R.L. Polk is a significant, scaled asset with approximately $400 million in annual revenues, growing at mid to high single digits,” Hyatt said. “Approximately 75 percent of its overall revenue is recurring in nature, with approximately 90 percent renewal rates, attractive margins and high levels of free cash flow conversion.

“Polk has an adjusted EBITDA margin in the mid-20 percent range and we see a clear path to drive the business to an accretive margin level within the next six to eight quarters,” Hyatt added. “Most importantly, like IHS, this is an asset that creates high levels of free cash flow and the combination creates an impressive free cash flow engine at IHS going forward as the basis of solid shareholder value creation. We have secured attractive financing and we expect the acquisition to be significantly accretive to 2014 earnings per share, excluding purchase price amortization, which is indicative of the transaction’s value.”

Stephen Polk, chairman, president and CEO of R.L. Polk & Co., said: “We’re excited about the opportunities this acquisition would offer R.L. Polk clients by supporting solutions and analytics for our more than 30,000 customers worldwide. The IHS global reach would expand the unique and vital role we’ve played in the auto industry over all these years, helping stakeholders across the value chain – from manufacturers to consumers and a range of service providers in between – to function more intelligently and efficiently.”

M. Klein and Company acted as strategic and financial advisor to IHS in this transaction.

Supplemental materials regarding the transaction will be posted to the IHS website at http://investor.ihs.com at least one hour in advance of the June 10 conference call and webcast. A replay of the June 10 webcast will be available approximately two hours after the conclusion of the live event. To access the webcast recording, visit http://investor.ihs.com.