Clarivate Plc · NYSE:CLVT
Clarivate — Merger or Acquisition (May 2021)
25 slides from Clarivate's merger presentation, May 17, 2021
Slide 1: Clarivate to Acquire ProQuest
Clarivate to Acquire Creating a Global Leader in Academic and Research Content and Software Solutions May 17, 2021
Slide 2: Forward-Looking Statements
Forward-Looking Statements These materials contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current belie
Slide 3: I. Transaction Overview
I. Transaction Overview
Slide 4: Clarivate to Acquire ProQuest, Creating a Global Leader in Academic and Research Content, Software and Analytics
Clarivate to Acquire ProQuest, Creating a Global Leader in Academic and Research Content, Software and Analytics Brings together highly complementary assets to meet the expanding needs of researchers, learners and innovators in academia, governments, corporations, schools and libraries • Industry-fi
Slide 5: Transaction Highlights
Transaction Highlights • Purchase price of $5.3B, including refinancing of ~$1.0B of net debt • Cash and stock transaction in which ProQuest shareholders will receive ~$1.3B of Clarivate shares, Key Terms & representing ~7% combined ownership of the combined company and ~$3.0B of cash Structure • In
Slide 6: Significant Shareholder Value Creation
Significant Shareholder Value Creation Revenue Scale, • ~$2.6B 2020 combined adjusted revenue Diversification • ~55,0001 customers across 170+ countries, with ~48% revenue outside the Americas & Growth Enhancement • Very high historical revenue and customer retention rates across business segments •
Slide 7: Complementary Assets Create Industry's Most Robust, End-to-End Platform Serving the Complete Research Ecosystem
Complementary Assets Create Industry’s Most Robust, End- to-End Platform Serving the Complete Research Ecosystem Research Cycle Content Aggregation Databases Research Management Other eBook Integrated Bibliometric Citation Institutional Funding reference Marketplace & Library Discovery CRIS Life Sci
Slide 8: II. ProQuest Overview
II. ProQuest Overview
Slide 9: ProQuest Provides Leading Content and Software Solutions for Academic and Research Institutions
ProQuest Provides Leading Content and Software Solutions for Academic and Research Institutions Business Overview1 Content Solutions Software Solutions (62% of Revenue) (34% of Revenue) Aggregator of Multi-Type Content Solutions for Research, Teaching & Learning Offers a SaaS Platform with Deeply In
Slide 10: ProQuest's Geographic Reach and Global Distribution Capabilities
ProQuest’s Geographic Reach and Global Distribution Capabilities 2,723 FTEs U.K. Michigan 538 Engineers Israel 440 Sales & Marketing Reps Legend Headquarters Clients in 158 Countries Primary Knowledge Centers Sales Offices Countries of Operation 43 Office Locations Languages Local Tech Support Conte
Slide 11: Loyal, Established and Diverse Client Base Including Top Universities, Libraries and Research Institutes
Loyal, Established and Diverse Client Base Including Top Universities, Libraries and Research Institutes 2020 Revenue Mix Selected Customers 25,000+ Customers Including Each of By Geography Higher Ed Research the Top 50 Universities Worldwide International 40% North America 60% ~100% Customer Retent
Slide 12: ProQuest – Summary Financial Highlights
ProQuest – Summary Financial Highlights ProQuest 2020 Key Metrics (Excluding Cost Synergies) 1 % Retention of Top % Organic Growth % Re-Occurring Re-Occurring 2 Revenue Customers Revenue Pro Forma Revenue $876M 4% 92% ~100% 1 1 % Growth % Margin Adjusted Pro FormaEBITDA Adjusted EBITDA $253M 11% 30%
Slide 13: III. Combined Business Highlights
III. Combined Business Highlights
Slide 14: Aligned Culture with Shared Core Principles
Aligned Culture with Shared Core Principles • Proud heritage • Customer-first focus ~8,500 • Commitment to ~2,700 Colleagues Colleagues Our Connected Workplace excellence and strategy enables us to innovation 43 Global Offices and build inspired and highly Knowledge in 158 collaborative teams • Dedi
Slide 15: Combined Clarivate Overview
Combined Clarivate Overview By Product Group Science Group 36% ~$2.6B ~$1.2B ~$1.0B 64% Intellectual Property Combined Combined Combined Adjusted Group Adjusted Revenue1, 2 Adjusted EBITDA1, 2 EBITDA Less CapEx1, 2 By Type2 17% Subscription / Re-Occurring 83% Transactional ~45% ~40% Combined Combine
Slide 16: Acquisition Creates a Synergistic Portfolio of Solutions Addressing the Academic and Research Markets
Acquisition Creates a Synergistic Portfolio of Solutions Addressing the Academic and Research Markets $1.3B1 Academic and Government Business Attractive Market Opportunity • Significantly broadens and complements • $33B+ global academic, research, public and content offering government library marke
Slide 17: Substantial Revenue Synergy Opportunities Represent Further Upside
Substantial Revenue Synergy Opportunities Represent Further Upside • Opens new sales opportunities to drive growth across complementary industry and geographical markets, and to expanded end-user communities • ProQuest data cloud complements Clarivate Research Intelligence Cloud, providing unique an
Slide 18: Significant Cost Synergies Identified to Accelerate Earnings Growth
Significant Cost Synergies Identified to Accelerate Earnings Growth More than $100M of Run-Rate Cost and $10M of CapEx Synergies Direct Costs Identified Expected to be fully Realized within 15 - 18 months >$100M $120M Content Sources $100M $80M $60M Technology Infrastructure $40M $20M Corporate & Re
Slide 19: Transaction Parameters and Financing Considerations
Transaction Parameters and Financing Considerations • Purchase Price: $5.3B – 46.911 million shares issued to current shareholders of ProQuest (valued at $1.312B based on 10-Day VWAP1 of Clarivate stock as of May 14, 2021) – $4.0B in cash, including refinancing of ~$1.0B of ProQuest net debt, with c
Slide 20: IV. Conclusion
IV. Conclusion
Slide 21: Clarivate Continues to Deliver on its Priorities
Clarivate Continues to Deliver on its Priorities Strategic Acquisitions Relentless Operational Improvement Complete the • More than $100M of run-rate cost savings Academic / Research Value Chain expected to be achieved within 15 – 18 months Complete the IP Value • $75M of cost savings expected to be
Slide 22: Appendix
APPENDIX © 2020 Clarivate. All rights reserved. Republication or redistribution of Clarivate content, including by framing or similar means, is prohibited without the prior written consent of Clarivate. Clarivate and its logo, as well as all other trademarks used herein are trademarks of their respe
Slide 23: Non-GAAP Financial Measures
Non-GAAP Financial Measures Non-GAAP Financial Measures The non-GAAP financial measures discussed herein are not recognized terms under, and should not be considered as a substitute for, financial measures calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). Our defi
Slide 24: Reconciliations of Non-GAAP Financial Measures
Reconciliations of Non-GAAP Financial Measures Combined Non-GAAP Information for the Fiscal Year Ended December 31, 2020 Value ($ in billions) Revenue Clarivate Revenue $ 1.3 ProQuest Revenue 0.9 Adjustments to Revenue: Clarivate Adjustments to Revenue - DRG, CPA Global, Techstreet and Other 0.5 Com
Slide 25: Thank you
Thank you © 2020 Clarivate. All rights reserved. Republication or redistribution of Clarivate content, including by framing or similar means, is prohibited without the prior written consent of Clarivate. Clarivate and its logo, as well as all other trademarks used herein are trademarks of their resp