Clarivate Plc (NYSE: CCC), a global leader in providing trusted information and insights to accelerate the pace of innovation, announced today the completion of the previously announced acquisition of CPA Global, creating an intellectual property (“IP”) powerhouse.
“This is an exciting day for our company as we unite with CPA Global to offer our combined global customer base a more comprehensive suite of IP related products and services,” said Jerre Stead, Executive Chairman and CEO of Clarivate. “With our joint resources and exceptional people, we are well positioned to accelerate the ways in which organizations can more effectively identify new opportunities, avoid risks, and act more efficiently throughout the innovation lifecycle.”
Simon Webster, formerly CEO of CPA Global and now Executive Advisor to the CEO at Clarivate, said: “We are thrilled to join forces with Clarivate to create a global IP leader. Together, we have the strength, scale and breadth to meet the rapidly-evolving needs of our customers – whether that’s helping them to operate more efficiently and with less risk, or by delivering the insights and information that empower them to execute their IP strategies. In the current challenging world we live in, the need for a strong, global end-to-end IP partner has never been greater.”
Clarivate will now offer thousands of law firms and corporate customers world class IP solutions from leading brands covering patent and trademark research solutions, expanded IP services capabilities, IP management and renewal solutions and domain management, all underpinned by extensive human expertise, unparalleled data and powerful technology.
Stead continued, “We are very pleased to be working with Leonard Green & Partners, L.P. (“LGP”), a leading private equity investment firm and the former owner of CPA Global. We look forward to partnering with Usama Cortas and Adam Levyn, our newest board members from LGP, as we continue to execute on our growth strategy.”
In connection with the transaction, former CPA Global shareholders received approximately 217 million Clarivate ordinary shares, representing 35% pro forma fully diluted ownership of Clarivate.
Financing
Clarivate has secured $1.6 billion of senior secured term loan B financing that, in conjunction with cash on hand, will be used to fund the repayment of CPA Global’s $2.0 billion of outstanding debt.
Governance
Concurrent with the closing of the transaction, the Clarivate board of directors increased from 11 to 13 members.
Reaffirming standalone 2020 outlook
The full year 2020 outlook does not reflect any impact from the acquisition of CPA Global, and assumes no further currency movements, acquisitions, divestitures, or unanticipated events. Clarivate expects to provide its full year 2021 outlook reflecting the acquisition of CPA Global at its Investor Day, which will be held on November 10, 2020.
The full year 2020 outlook includes Non-GAAP financial measures. Please see “Reconciliation of Certain Non-GAAP financial measures” in this press release 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.
Given the COVID-19 pandemic, we implemented a contingency plan and a tiered cost reduction approach. Our scenario assumptions include: 1) a gradual lifting of restrictions governing the free movement of labor in mid-to-late third quarter of 2020; and 2) economic activity begins to recover early in the fourth quarter of 2020. Our outlook is dependent on our assumptions proving to be correct and on the other contingencies described under “Forward Looking Statements.”
| Outlook | |
| Adjusted Revenues | $1.13B to $1.16B1 |
| Adjusted EBITDA | $395M to $420M1 |
| Adjusted EBITDA margin | 35% to 36%1 |
| Adjusted diluted EPS | $0.53 to $0.591 |
| Adjusted Free Cash Flow | $220M to $240M1 |
1 Non-GAAP measure. Please see “Reconciliation to Certain Non-GAAP measures” in this press release for important disclosures and reconciliations of these financial measures to the most directly comparable GAAP measure.
Adjusted diluted EPS for 2020 is calculated based on approximately 394.1 million fully diluted weighted average shares outstanding, an increase of approximately 64.1 million shares or 20%, compared to 329.8 million shares outstanding at the end of December 31, 2019. The increase in shares is primarily driven by the February 2020 offering of 27.6 million shares, with proceeds used to fund a portion of the cash consideration for the acquisition of DRG, the issuance of approximately 29.0 million ordinary shares from the exercise of outstanding warrants, and the issuance of 14.0 million ordinary shares from the June 2020 public offering.
