clarivate-to-acquire-proquest,-creating-a-leading-global-provider-of-mission-critical-information-and-data-driven-solutions-for-science-and-research

Clarivate to Acquire ProQuest, Creating a Leading Global Provider of Mission Critical Information and Data-Driven Solutions for Science and Research

 

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.”

Financing

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.

Advisors

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.

Conference call details

Clarivate will host a conference call and webcast to discuss the strategic and operating aspects of the ProQuest combination on Monday, May 17th at 8:00 a.m. Eastern Time. The conference call will be simultaneously webcast on the Investor Relations section of the company’s website.

Interested parties may access the live audio broadcast by dialing 1-888-317-6003 in the United States, 1-412-317-6061 for international, and 1-866-284-3684 in Canada. The conference ID number is 5893138. An audio replay will be available approximately two hours after the completion of the call at 1-877-344-7529 in the United States, 1-412-317-0088 for international, and 1-855-669-9658 in Canada. The Replay Conference ID number is 10156753. The recording will be available for replay through May 31, 2021.

clarivate-drugs-to-watch-report-highlights-four-likely-blockbusters-among-drugs-launching-in-2021

Clarivate Drugs to Watch Report Highlights Four Likely Blockbusters Among Drugs Launching in 2021

 

Clarivate Plc (NYSE:CLVT), a global leader in providing trusted information and insights to accelerate the pace of innovation, today announced the launch of its annual “Drugs to Watch” list, identifying drugs entering the market or launching key indications in 2021 which are predicted to achieve blockbuster status by 2025.

Beyond the unprecedented achievements of the industry’s response to COVID-19, drug developers have advanced milestone treatments for conditions affecting millions of patients worldwide. This year’s Drugs to Watch list and corresponding analyses focus on treatments for chronic, progressive and often debilitating diseases and conditions, including Alzheimer’s, prostate cancer and congestive heart failure.

Despite a challenging year, biopharma companies managed to produce highly-effective vaccines and treatments aimed at preventing SARS-CoV-2. This year’s Drugs to Watch report also features a snapshot of the fast-emerging field of COVID-19 vaccines which analyzes vaccines that were granted emergency use authorizations/conditional approvals as of February 10, 2021. Learnings from some of the adjustments the industry made in response to the COVID-19 pandemic will likely shape biopharma R&D and commercialization well beyond the immediate crisis, including: faster clinical trials, a surge in investment, increased collaboration and more remote care and consultation.

Among new drugs and biologics that have either won approval or are on the cusp of doing so, Clarivate has identified four treatments that are likely to achieve blockbuster status, delivering annual sales of more than $1 billion, within five years. The 2021 Drugs to Watch include:

  • Aducanumab, developed by Biogen and Eisai – a potential game changer in the fight to build a pharmacopeia against Alzheimer’s disease, which affects an estimated 50 million patients worldwide. If approved, aducanumab would be the first disease-modifying therapy for Alzheimer’s disease and could unlock a monumental opportunity to radically change patient care and transform the market. In addition, demand for treatment could be enormous, potentially even decreasing willingness to forgo this treatment for an investigational drug in future clinical trials.
  • Bimekizumab, developed by UCB – offers significantly fewer side effects to patients with psoriasis, a condition affecting an estimated 2-3% of the global population, and a host of other autoimmune diseases. While bimekizumab is a late-class entrant providing incremental improvement over existing treatment options, it is expected to have best-in-class efficacy and fewer serious side effects.
  • Relugolix, developed by Takeda – one of the first of a new class of treatments, with an oral formulation to address prostate cancer, the second-most-common malignancy afflicting men, as well as endometriosis and uterine fibroids, painful conditions affecting millions of women. Its potential use for three indications increases its chances of success. The oral formulation provides advantages over the injectable GnRH agonist competitors, including convenience and better management of side effects.
  • Vericiguat, developed by Bayer and Merck – an innovative heart failure treatment and the first indicated specifically for high-risk, chronic heart failure with reduced ejection fraction (HFrEF), a particularly at-risk population. Vericiguat’s novel mechanism of action should result in its acceptance as an add-on therapy to existing treatments. It will likely find its niche among high-risk HFrEF patients, become a welcome addition to the treatment armamentarium and expand their treatment options.

Mike Ward, Global Head of Thought Leadership, Life Sciences and Healthcare, Clarivate, said: “In the last five years we have seen an increase in approvals of innovative medicines at a rate more than double what it was a decade ago. A number of drivers have aligned to achieve this improvement, including greater insight into the biological roots of diseases, oncology research benefiting from the routine introduction of biomarkers to better target therapies, the emergence of gene and cell therapies and efforts by regulatory agencies to introduce processes to accelerate medicine assessment.”

Clarivate leverages proprietary data and insights from Cortellis Competitive Intelligence™, Disease Landscape & Forecast™, and Drug Timeline & Success Rates™ as well as 1000s of data points from within its wider intelligence cloud to produce the annual list of potential drugs for inclusion –from drugs that advanced to phase II trials or beyond in 2021. Each drug was researched and evaluated in its individual context by interrogating annual filings, drug pipelines, clinical trials, patents, chemistry, deals, regulatory status and more. Therapy area experts across a wide range of markets examined the various disease landscapes from all angles, reviewed the pricing strategies and explored the science underpinning the new medicines.

There is a high level of expectation of commercial success for each of the drugs featured in this year’s list, with some expected to tout improved safety vs. alternative therapies, while others will seek to highlight novel mechanisms of action. In addition to driving future innovation, these treatments have the potential to advance human health, redefine standards of care in their categories and save or improve patient lives.

Clarivate is committed to comprehensively supporting customers across the entire drug, device and medical technology lifecycles to advance human health. The new annual report further demonstrates how the combined expertise, data and technologies of Clarivate and Decision Resources Group (DRG), acquired by Clarivate in 2020, enable customers to make informed evidence-based decisions, boost clinical and commercial success, and bolster a robust, integrated platform of life science intelligence solutions from pre-clinical and clinical offerings.

The full Drugs to Watch report is freely available online here.

Join the conversation on Twitter: @clarivate #drugstowatch2021

The 2021 Clarivate Drugs to Watch List:

Methodology for the Clarivate Drugs to Watch 2021 Report
Data for this list were compiled from Cortellis Competitive Intelligence™, Disease Landscape & Forecast™, and Drug Timeline & Success Rates™. Cortellis Competitive Intelligence includes the broadest and deepest range of sources of intelligence across the R&D lifecycle, including annual filings, drug pipelines, clinical trials, patents, chemistry, deals, conferences and company announcements. Disease Landscape & Forecast provides comprehensive market intelligence and actionable insights across 180+ indications to help optimize long-term disease strategies. Drug Timeline & Success Rates is an analytic tool that applies statistical modeling and machine learning to reliably and accurately forecast drug development milestones, timelines and probability of success. Drugs in phase 2 or phase 3 trials, at pre-registration or registration stage, or already launched early in 2021 were selected for analysis; drugs launched prior to 2021 were excluded. The dataset was then filtered for drugs that had total forecast sales of $1 billion or more in 2025. This filtering process produced a list of drugs which was then manually reviewed by our in-house experts and consultants to determine whether these products were likely to go to market in 2021, based on factors such as the company’s expected approval or launch dates. Following this manual review, four drugs to watch for 2021 were determined. Each drug was subsequently researched and evaluated in its individual context, including clinical trial results, regulatory status, the market for each drug (including analysis of competitor drugs) and regulatory designations (e.g., Orphan Drug, Priority Review). Data extraction – January 21, 2021. Our Drugs to Watch 2021 Report is based Clarivate’s current expectations based on existing data, but actual results derived from the drugs identified in the Report may differ significantly.

clarivate-announces-change-to-board-of-directors

Clarivate Announces Change to Board of Directors

Clarivate Plc (NYSE: CCC), a global leader in providing trusted information and insights to accelerate the pace of innovation, announced today that Karen G. Mills, a member of the board of directors, has informed the Company of her decision to step down from the board to spend time on other endeavors. With Ms. Mills’ departure, the Clarivate Board will consist of 11 members.

Jerre Stead, Executive Chairman and CEO said: “On behalf of our colleagues, shareholders and the Board, I want to thank Karen for her significant contributions to Clarivate. Her vast experience and guidance since we went public in May 2019 has been extremely beneficial in helping us achieve tremendous growth.”

“As big data and artificial intelligence play a more important role in innovation, science and intellectual property, Clarivate has a bright future,” Ms. Mills said.