Clarivate plc , 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
Financially compelling transaction
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.”
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.
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.