Item 7.01 Regulation FD Disclosure
Attached as Exhibit 99.1 hereto are materials that Clarivate Plc (the "Company")
intends to present in connection with certain upcoming meetings. The materials
include reaffirmance of the Company's 2021 outlook, previously reaffirmed on May
17, 2021, for adjusted revenues, adjusted EBITDA, adjusted EBITDA margin,
adjusted diluted EPS and adjusted free cash flow, excluding the Company's
previously announced acquisition of ProQuest LLC and its wholly owned
subsidiaries ("ProQuest"). The information in this Item 7.01, including Exhibit
99.1 furnished herewith, is being furnished and shall not be deemed "filed" for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or otherwise subject to the liabilities of that Section,
and shall not be incorporated by reference into any registration statement or
other document pursuant to the Securities Act of 1933, as amended, or the
Exchange Act, except as otherwise expressly stated in such filing.
Item 8.01 Other Events
Attached hereto as Exhibit 99.2 is a press release issued by the Company on June
8, 2021 announcing an offering of its ordinary shares and an offering of its
mandatory convertible preferred shares.
The Company is providing herewith certain pre-acquisition financial statements
for CPA Global Group Holdings Limited ("CPA Global"), which the Company acquired
on October 1, 2020, and ProQuest, which the Company has agreed to acquire, as
announced on May 17, 2021. The Company is also providing pro forma financial
information reflecting the acquisition of CPA Global, the proposed acquisition
of ProQuest and the other transactions referred to therein.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The audited consolidated financial statements of ProQuest as of and for the year
ended December 31, 2020 are included as Exhibit 99.3 hereto. The unaudited
consolidated financial statements of ProQuest as of and for the interim period
ended March 31, 2021 are included as Exhibit 99.4 hereto. The audited
consolidated financial statements of CPA Global as of and for the years ended
December 31, 2019 and December 31, 2018 are included as Exhibit 99.5 hereto. The
unaudited consolidated financial statements of CPA Global as of and for the
interim period ended September 30, 2020 are included as Exhibit 99.6 hereto.
(b) Pro Forma Financial Information
The Company's unaudited pro forma condensed combined balance sheet as of March
31, 2021 and statements of operations for the year ended December 31, 2020 and
the interim periods ended March 31, 2021 and March 31, 2020 are included as
Exhibit 99.7 hereto.
(c) Exhibits
No. Document Description
23.1 Consent of Deloitte & Touche LLP, independent auditors
23.2 Consent of KPMG LLP, independent auditors
99.1 Supplemental materials dated June 8, 2021
99.2 Press release dated June 8, 2021
The audited consolidated financial statements of ProQuest as of and
99.3 for the year ended December 31, 2020
The unaudited consolidated financial statements of ProQuest as of and
99.4 for the interim period ended March 31, 2021
99.5 The audited consolidated financial statements of CPA Global as of and
for the years ended December 31, 2019 and December 31, 2018
(incorporated by reference to Exhibit 99.1 to the Company's Form 8-K/A,
filed on October 26, 2020)
The unaudited consolidated financial statements of CPA Global as of
99.6 and for the interim period ended September 30, 2020
99.7 The Company's unaudited pro forma condensed combined balance sheet as
of March 31, 2021 and statements of operations for the year ended
December 31, 2020 and the interim period ended March 31, 2021
The cover page from the Company's Current Report on Form 8-K formatted
104 in Inline XBRL
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