Clarivate Plc · NYSE:CLVT
Clarivate — Merger or Acquisition (July 2020)
24 slides from Clarivate's merger presentation, Jul 29, 2020
Slide 1: Clarivate & CPA Global to combine
Clarivate & CPA Global to combine Creating a global leader in innovation and intellectual property services July 29, 2020
Slide 2: Forward-Looking Statements
Forward-Looking Statements These materials contains “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 beli
Slide 3: I. Transaction overview
I. Transaction overview
Slide 4: Creating a global leader in innovation and intellectual property services
Creating a global leader in innovation and intellectual property services • Transformative combination represents major leap forward for Clarivate, further establishing it as the leading provider of global intellectual property services from idea generation through commercialization and protection •
Slide 5: Transaction highlights
Transaction highlights • All-stock transaction in which CPA Global shareholders will receive ~218M Clarivate shares, representing ~35% pro forma ownership of the combined company Key Terms • Represents ~$6.8B enterprise value based on Clarivate’s 30-day VWAP, which includes ~$900M of present value o
Slide 6: Significant shareholder value creation
Significant shareholder value creation • ~$1.7B 2020 pro forma adjusted revenue1 Revenue Scale, Diversification • ~30,0002 customers across 34 countries, with ~50% revenue outside the Americas & Growth • Accretive to Clarivate standalone growth profile, with high-single-digit revenue growth target E
Slide 7: Transforming the IP management industry
Transforming the IP management industry Connecting the entire intellectual Enable holistic view of intellectual Broader, complementary product property lifecycle with insights, property creation, protection and offering will present significant cross- workflow software and tech-enabled commercializa
Slide 8: II. CPA Global overview
II.II. CPACPA Global Global overview Overview
Slide 9: CPA Global – Leading global provider of IP management solutions
CPA Global – Leading global provider of IP management solutions Company overview Offerings • Automated patent and trademark • CPA Global provides IP portfolio (patents and trademarks) Patent & Trademark Processing Solutions processing solutions management and technology solutions • (~77% of revenue)
Slide 10: CPA Global – Large, loyal & diverse customer base
CPA Global – Large, loyal & diverse customer base ~12K customers which includes ~1.7K lifecycle management software customers 2019 Pro Forma Revenue 2019 Pro Forma Revenue Representative Customers by Customer Type by Geography 19% 30% 50% 70% 31% 9/10 8/10 Top patent filers in Top patent filers in N
Slide 11: CPA Global – Strong revenue growth and profitability
CPA Global – Strong revenue growth and profitability Pro Forma Revenue Pro Forma Adjusted EBITDA1 Pro Forma Adjusted EBITDA Less Capex1 % Organic Growth: % Organic ~6% Growth: $564M ~10% % Organic Growth: $262M ~12% $208M 2019 2020E 2019 2020E 2019 2020E % Margin: 46% % Conversion: 79% Note: CPA Glo
Slide 12: III. Combined business highlights
III. Combined business highlights
Slide 13: Combined company creates unparalleled value in the IP and Innovation management ecosystem
Combined company creates unparalleled value in the IP and Innovation management ecosystem ~$1.7B ~$0.8B ~$0.7B Pro Forma Pro Forma Pro Forma Adjusted EBITDA Adjusted Revenue1 Adjusted EBITDA2 Less Capex2 High-Single-Digits ~46% ~80% Pro Forma Pro Forma Pro Forma Adjusted EBITDA Organic Growth Rate A
Slide 14: Significant cost synergies to accelerate earnings growth
Significant cost synergies to accelerate earnings growth $75M of Run-Rate Cost Synergies Fully Realized within 18 months Direct costs $80M $75M $70M $60M Sales & marketing $50M $40M $30M Technology & data $20M $10M $ - Corporate & real estate 2021E 2022E 14
Slide 15: Substantial revenue synergy opportunities represent further upside
Substantial revenue synergy opportunities represent further upside ✓ Connecting product offerings will provide customers a unified “project” view across the idea management lifecycle ✓ Adding workflow integrations will improve customer efficiency ✓ Adding new product that neither company could creat
Slide 16: Aligned culture with shared core principles
Aligned culture with shared core principles ✓Proud heritage ✓Customer-first focus ~5,400 ~3,000 Colleagues ✓Commitment to Colleagues excellence and Offices Across North America, 29 Global Offices and Local Europe, Asia and Latin innovation Knowledge in 200+ America Jurisdictions ✓Dedication to colle
Slide 17: Governance
Governance • Leonard Green & Partners to receive 2 out of 13 board seats – Certain CPA shareholders, including funds advised by majority owner Leonard Green & Partners along with funds advised by Castik Capital and Partners Group, will be locked-up from selling their Clarivate shares until October 1
Slide 18: Transaction financing
Transaction financing • All-stock transaction in which CPA Global shareholders will receive ~218M Clarivate shares, representing ~35% of the combined company • CPA Global net debt of ~$1.9B will be refinanced through a combination of ~$500M of cash on hand and new debt facilities Expect pro forma ne
Slide 19: IV. Conclusion
IV. Conclusion II. CPA Global Overview II.III. CPACombined Global BusinessOverview Highlights
Slide 20: Clarivate continues to deliver on its priorities
Clarivate continues to deliver on its priorities Strategic Acquisitions Relentless Operational Improvement ✓ $70-75M of identified cost efficiencies post- Tuck-Ins to Add Product Capabilities public offering in May 2019 ✓ $30M of DRG cost savings are tracking to the Complete the Life plan laid out a
Slide 21: Transaction highlights
Transaction highlights ✓ Transformative combination represents major leap forward for Clarivate and the combined company’s customers ✓ Compelling and complementary strategic fit connects the innovation and IP value chain with insights, workflow software and tech-enabled services ✓ Increases pro form
Slide 22: Thank you
Thank you © 2020 Clarivate. All rights reserved. Republication or redistribution of Clarivate content, including by framing or similar means, is prohibited without the prior written consent of Clarivate. Clarivate and its logo, as well as all other trademarks used herein are trademarks of their resp
Slide 23: Appendix
APPENDIX © 2020 Clarivate. All rights reserved. Republication or redistribution of Clarivate content, including by framing or similar means, is prohibited without the prior written consent of Clarivate. Clarivate and its logo, as well as all other trademarks used herein are trademarks of their respe
Slide 24: Reconciliation to certain non-GAAP/IFRS measures
Reconciliation to certain non-GAAP/IFRS measures Combined Pro Forma Adjusted December 31, 2020 ($ in millions) Low-end High-end Revenue, net $1,669 $1,759 (1) Reflects the deferred revenues Deferred revenue adjustment (1) 8 8 adjustment as a result of purchase Pro forma revenue (2) 23 23 accounting