Clarivate Successfully Completes Acquisition of ProQuest

Empowering research-focused organizations around the globe to discover, research and innovate

Reaffirms 2021 Clarivate standalone and 2022 combined company financial outlook

Clarivate plc, a global leader in providing trusted information and insights to accelerate the pace of innovation, has completed its acquisition of ProQuest – a leading global software, content, data and analytics provider. This succeeds the satisfaction of customary closing conditions, following a commitment to acquire the business from the Cambridge Information Group and other investors, announced on May 17, 2021.

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Jerre Stead, Executive Chairman and CEO, Clarivate, said: “We are delighted to complete this transaction, advancing our position as a world-leading information and analytics provider fueling discovery and innovation by empowering research-focused organizations around the globe. Acquiring ProQuest gives Clarivate a compelling opportunity to offer multi-disciplinary curated content from one of the world’s largest collections and best of breed SaaS software solutions serving our strategic partners at governments, corporations, academia and public libraries across the globe.”

He continued, “Both companies are built on great people with deep industry, subject matter and technical expertise. Together, we now have over 11,000 colleagues serving 45,000 customers in 200-plus countries around the world. Our future success depends on unlocking the tremendous potential of our newly united team.”

Also announced today in a separate news release and in conjunction with the closing of the merger, Clarivate announced that Jonathan Collins will be replacing Richard Hanks as Executive Vice President and Chief Financial Officer. Hanks will remain with Clarivate until April 1 to support the CFO transition. See the other news release for additional details.

As previously announced, with the closing of the transaction, two members of the ProQuest Board of Directors are joining the Clarivate Board:  Andy Snyder, who will have the position of Vice Chairman of the Clarivate Board, and Michael Angelakis, who is Chairman and CEO of Atairos.

Andy Snyder, Vice Chairman, Clarivate, (previously Chairman of ProQuest) and CEO of Cambridge Information Group, said: “I’m confident that combining these highly complementary businesses with a rich heritage, deep domain expertise and great people will provide customers with great additional value and innovation that they can continue to rely on. I’m looking forward to working with both organizations to build a world leader in research and innovation.”

Both businesses share a goal to accelerate innovation through research and knowledge sharing. Clarivate will continue to invest in both existing product portfolios and looks forward to pursuing multiple product and data integration opportunities. These will provide customers with the ability to reveal multi-disciplinary connections across the innovation lifecycle, as they seek to solve the world’s most complex challenges.

Financing Details 
Clarivate has acquired ProQuest for $5.3 billion, including repayment of ProQuest debt. The consideration for the acquisition is approximately $4.0 billion in cash and $1.3 billion of equity.

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Reaffirmed Clarivate Standalone Outlook for 2021 and Combined Outlook for 2022 (forward-looking statements) 
The full year outlook presented below assumes no further currency movements, acquisitions, divestitures, or unanticipated events. The 2021 outlook excludes any contribution from the acquisition of ProQuest. The 2022 combined outlook reflects the anticipated contribution from the acquisition of ProQuest.

The below outlook includes Non-GAAP measures. Please see “Reconciliation to Certain Non-GAAP measures” presented below for important disclosure and reconciliations of these financial measures to the most directly comparable GAAP measure. These terms are defined elsewhere in this press release.

2021 Standalone Clarivate
Outlook

2022 Combined Outlook

Adjusted Revenues

$1.80B to $1.84B

$2.875B to $2.935B

Adjusted EBITDA

$795M to $825M

$1.21B to $1.26B

Adjusted EBITDA margin

44% to 45%

42% to 43%

Adjusted Diluted EPS(1)

$0.70 to $0.74

$0.90 to $0.96

Adjusted Free Cash Flow

$450M to $500M

$700M to $750M

(1) Adjusted Diluted EPS for 2021 and 2022 is calculated based on approximately 668.4 million and 741.0 million, respectively, fully diluted weighted average shares outstanding.

Use of Non-GAAP Financial Measures

Non-GAAP results are not presentations made in accordance with U.S. generally accepted accounting principles (“GAAP”) and are presented only as a supplement to our financial statements based on GAAP. Non-GAAP financial information is provided to enhance the reader’s understanding of our financial performance, but none of these non-GAAP financial measures are recognized terms uder GAAP.  They 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 operating cash flows determined in accordance with GAAP. As a result, you should not consider such measures in isolation from, or as a substitute for, financial measures or results of operations calculated or determined in accordance with GAAP.

We use non-GAAP measures in our operational and financial decision-making. We believe that such measures allow us to focus on what we deem to be a more reliable indicator of ongoing operating performance and our ability to generate cash flow from operations and we also believe that investors may find these non-GAAP financial measures useful for the same reasons. Non-GAAP measures are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies comparable to us, many of which present non-GAAP measures when reporting their results. These measures can be useful in evaluating our performance against our peer companies because we believe the measures provide users with valuable insight into key components of GAAP financial disclosures. However, non-GAAP measures have limitations as analytical tools and because not all companies use identical calculations, our presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies.

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Definitions and reconciliations of non-GAAP measures, such as Adjusted Revenues, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted EPS and Adjusted Free Cash Flow to the most directly comparable GAAP measures are provided within the schedules attached to this release. Our presentation of non-GAAP measures should not be construed as an inference that our future results will be unaffected by any of the adjusted items, or that any projections and estimates will be realized in their entirety or at all.