Clarivate plc (NYSE: CLVT), a global leader in providing trusted information and insights to accelerate the pace of innovation, today announced a definitive agreement to acquire ProQuest, a leading global software, data and analytics provider to academic, research and national institutions, from Cambridge Information Group, a family-owned investment firm, and other partners including Atairos, for $5.3 billion, including refinancing of ProQuest debt. The consideration for the acquisition is approximately $4.0 billion in cash and $1.3 billion of equity. The transaction, which is subject to customary closing conditions, including regulatory approvals, is expected to close during the third quarter of 2021.
With a mission to accelerate and improve education, research and innovation, ProQuest delivers content and technology solutions to over 25,000 academic, corporate and research organizations in more than 150 countries. The acquisition will establish Clarivate as a premier provider of end-to-end research intelligence solutions and significantly expand its content and data offerings as the addition of ProQuest will materially complement the Clarivate Research Intelligence Cloud™.
By bringing together these two customer-focused businesses with a purpose to accelerate innovation at their core, we will create a world-leading software and information provider for research-focused organizations to fuel scientific discovery and innovation into the future.
Jerre Stead, Executive Chairman and CEO, Clarivate, said: “Clarivate and ProQuest are highly complementary businesses, each with a rich and storied heritage. We share the goal to accelerate innovation through research and knowledge sharing and together we will enable our customers to solve the world’s most complex challenges with content dating back centuries, and technologies that address the needs of 21st century customers.”
Andy Snyder, Chairman of ProQuest and CEO of Cambridge Information Group, said: “I have seen ProQuest evolve to meet our customers’ ever-changing needs over the last several decades and fully understand that the challenges and opportunities they face have never been greater. I am confident that the company will continue to have the resources required to maintain the impressive track record of innovation that our customers count on – to create a world leading organization in research and innovation.”
Upon completion of the transaction, two members of the ProQuest Board will join the Clarivate Board, including Andy Snyder, who will have the position of Vice Chairman of the Clarivate Board, and Michael Angelakis, Chairman and CEO of Atairos.
Compelling strategic benefits to drive future growth
Creates a world-leading software and content information provider for academia, governments, public libraries and corporations: Content aggregation, along with software solutions to connect and filter disparate information, is critical in today’s world of information overload. The combination of these two gold-standard organizations will provide a gateway to the world’s largest collection of interoperable, expertly curated content, including journal content, primary sources, dissertations, news, streaming video and more across multiple academic disciplines. Clarivate will continue to expand its market-leading software to enhance its discovery, sharing and management capabilities.
Opens new sales opportunities to drive growth in existing and complementary markets: Enterprise software is the fastest growing library market segment and has high customer loyalty due to workflows integrated in core library operations. This acquisition will provide Clarivate with access to complementary markets and varied users, including public libraries, research libraries, school districts and community colleges, with the opportunity to deliver new campus-wide platforms to provide a unified source of knowledge discovery.
Broadens our analytical offerings: The addition of ProQuest moves the academic analytical capabilities of Clarivate beyond its traditional realm of journal publication data and citations into a much wider range of information sources. There will be long-term predictive and prescriptive analytics opportunities from the enhanced combination of ProQuest’s data cloud with the billions of harmonized data points in the Clarivate Research Intelligence Cloud.
Financially compelling transaction
Accretive to Clarivate earnings per share: The transaction is expected to be double-digit accretive to Clarivate earnings in 2022 and mid-teens accretive in 2023.
Value-enhancing acquisition with significant opportunities to accelerate growth, create efficiencies and enhance margins: For 2020, ProQuest generated $876 million of revenue, 4% from organic growth, and $250 million of Adjusted EBITDA. The acquisition is expected to provide significant cost synergies, which, in addition to revenue synergies, is expected to drive both ProQuest and Clarivate Adjusted EBITDA growth and expand ProQuest’s Adjusted EBITDA margin.
Significant cost and tax savings opportunities: Clarivate expects to benefit from more than $100 million of cost synergies across the organization within the 15 – 18 months after the close of the transaction. Clarivate also expects to benefit from approximately $65 million in annual cash tax savings from the transaction structure.
Enhanced free cash flow generation: The acquisition is expected to generate strong cash flow that will enable Clarivate to reduce its debt, continue investing in product development and pursue additional business development opportunities.
Mukhtar Ahmed, President, Science at Clarivate, said: “Clarivate is building a globally connected and highly personalized experience for researchers, academic institutes and funders across the entire digital research value-chain, from ideation through to outcome. With this acquisition we will be able to further empower both present and future generations of academic and corporate researchers as they each pursue their journey of innovation.”
Matti Shem Tov, CEO, ProQuest, said: “Through this combination, ProQuest will be enabled to better serve the evolving needs of our customers by providing end-to-end solutions to our customers faster than we could on our own as well as expanding our global reach beyond our current capabilities. We look forward to a bright and exciting future for ProQuest and our customers.”
In connection with the transaction, Clarivate has secured a backstop consisting of a $4 billion fully committed bridge facility from Citi and Goldman Sachs & Co. LLC. Clarivate intends to obtain long-term financing from debt and equity markets before the closing of the transaction.
Evercore is serving as lead financial advisor and Davis Polk & Wardwell LLP is serving as legal advisor to Clarivate. Goldman Sachs & Co. LLC is serving as lead financial advisor to ProQuest with support from UBS Investment Bank and Morgan Stanley & Co. LLC. Fried, Frank, Harris, Shriver & Jacobson LLP is serving as legal advisor to ProQuest.
Clarivate reaffirming standalone 2021 outlook
For the year ending December 31, 2021, excluding the combination with ProQuest, Clarivate continues to expect:
Adjusted Revenues in a range of $1.79 billion to $1.84 billion1
Adjusted EBITDA in a range of $790 million to $825 million1
Adjusted EBITDA margins in a range of 44% to 45%1
Adjusted diluted EPS in a range of $0.74 to $0.791
Adjusted Free Cash Flow in a range of $450 million to $500 million1
Clarivate will provide an updated 2021 outlook to include the acquisition of ProQuest after closing of the transaction, which is expected to occur in the third quarter of 2021.
1See 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.