Transaction Overview - Clarivate will acquire ProQuest for $5.3 billion [9], including refinancing approximately $1.0 billion of ProQuest's net debt [9] - ProQuest shareholders will receive approximately $1.3 billion of Clarivate shares, representing about 7% combined ownership, and approximately $3.0 billion in cash [9] - The transaction is expected to close in Q3 2021 [9] Financial Highlights (Combined Business) - The combined adjusted revenue for 2020 is approximately $2.6 billion [6, 10] - The combined adjusted EBITDA for 2020 is approximately $1.2 billion [10] with adjusted EBITDA margins of approximately 45% [10] - The combined adjusted EBITDA less CapEx for 2020 is approximately $1.0 billion [10] - Clarivate anticipates double-digit adjusted diluted EPS accretion in 2022 and mid-teens accretion in 2023 [6, 10, 40] Synergies and Cost Savings - The acquisition is expected to generate more than $100 million in run-rate cost savings [9, 10, 36, 44] and $10 million in CapEx synergies [10, 36] - These cost savings are expected to be fully realized within 15-18 months [10, 39, 44] ProQuest Overview - ProQuest has access to >5 million Dissertations [15], 20 million pages of newspapers [15], >6 Billion Digital Pages [15], 285 million Journal Articles [15], Data on 40 million Books [15], > 450,000 eBooks [15] - ProQuest's 2020 revenue was $876 million [22] with a 4% organic growth rate [22] - ProQuest's adjusted EBITDA was $253 million [22] with a 30% margin [22]
Clarivate (CLVT) Earnings Call Presentation