Clarivate Announces Secondary Ordinary Share Offering
On September 9, 2021, Clarivate Plc (NYSE: CLVT) announced an underwritten public offering of 25 million ordinary shares, managed by Citigroup and Barclays. The offering includes a 30-day option for underwriters to purchase an additional 3.75 million shares. The proceeds from this offering will be received entirely by the Selling Shareholders, Onex Corporation and Baring Private Equity Asia Group Ltd. The sale will occur under an effective shelf registration statement, and investors are encouraged to review all related documents filed with the SEC for complete information.
- The offering allows for liquidity events for Onex and BPEA, which could indicate strong investor confidence.
- The issuance of 25 million ordinary shares may dilute existing shareholders' equity.
LONDON, Sept. 9, 2021 /PRNewswire/ -- Clarivate Plc (NYSE: CLVT) (the "Company" or "Clarivate") announced today that affiliated funds of Onex Corporation ("Onex") (TSX: ONEX) and Baring Private Equity Asia Group Ltd ("BPEA") (together, the "Selling Shareholders") intend to offer an aggregate of 25,000,000 ordinary shares of the Company in an underwritten public offering, subject to market conditions. In addition, the Selling Shareholders intend to grant the underwriters a 30 day option to purchase up to an additional 3,750,000 ordinary shares. The Selling Shareholders will receive all of the net proceeds from the sale of these shares.
Citigroup and Barclays are acting as the joint book-running managers for the proposed offering and propose to offer the ordinary shares from time to time for sale in one or more transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or negotiated prices, subject to their right to reject any order in whole or in part.
The offering will be made pursuant to an effective shelf registration statement, prospectus and prospectus supplement filed by the Company. Before you invest in the offering, you should read the prospectus supplement and accompanying prospectus, the registration statement and the other documents that Clarivate has filed with the Securities and Exchange Commission as incorporated by reference therein, for more complete information about Clarivate and the offering. Investors may obtain these documents for free by visiting the SEC's website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 800-831-9146 and Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by emailing Barclaysprospectus@broadridge.com or calling 888-603-5847.
This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Clarivate
Clarivate™ is a global leader in providing solutions to accelerate the lifecycle of innovation. Our bold mission is to help customers solve some of the world's most complex problems by providing actionable information and insights that reduce the time from new ideas to life-changing inventions in the areas of science and intellectual property. We help customers discover, protect and commercialize their inventions using our trusted subscription and technology-based solutions coupled with deep domain expertise.
Forward-Looking Statements
This communication contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management's current views concerning future business, events, trends, contingencies, financial performance, or financial condition, appear at various places in this communication and may use words like "aim," "anticipate," "assume," "believe," "continue," "could," "estimate," "expect," "forecast," "future," "goal," "intend," "likely," "may," "might," "plan," "potential," "predict," "project," "see," "seek," "should," "strategy," "strive," "target," "will," and "would" and similar expressions, and variations or negatives of these words. Examples of forward-looking statements include, among others, statements we make regarding: our pending acquisition of ProQuest; guidance outlook and predictions relating to expected operating results, such as revenue growth and earnings; strategic actions such as acquisitions, joint ventures, and dispositions, including the anticipated benefits therefrom, and our success in integrating acquired businesses; anticipated levels of capital expenditures in future periods; our ability to successfully realize cost savings initiatives and transition services expenses; our belief that we have sufficiently liquidity to fund our ongoing business operations; expectations of the effect on our financial condition of claims, litigation, environmental costs, the COVID-19 pandemic and governmental responses thereto, contingent liabilities, and governmental and regulatory investigations and proceedings; and our strategy for customer retention, growth, product development, market position, financial results, and reserves. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management's current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are difficult to predict and many of which are outside of our control. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include those factors discussed under the caption "Risk Factors" in our most recent annual report on Form 10-K, as amended, along with our other filings with the U.S. Securities and Exchange Commission ("SEC"). However, those factors should not be considered to be a complete statement of all potential risks and uncertainties. Additional risks and uncertainties not known to us or that we currently deem immaterial may also impair our business operations. Forward-looking statements are based only on information currently available to our management and speak only as of the date of this communication. We do not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Please consult our public filings with the SEC.
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SOURCE Clarivate Plc
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