LONDON, Sept. 10, 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") have priced an underwritten public
offering of an aggregate of 25,000,000 ordinary shares of the
Company. The offering is expected to close on September 14, 2021, subject to customary closing
conditions. In addition, the Selling Shareholders granted the
underwriters a 30-day option to purchase up to an additional
3,750,000 ordinary shares. Clarivate will not be issuing or selling
any ordinary shares, and 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 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 is being 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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