WASHINGTON (dpa-AFX) - Churchill Capital Corp (CCC), a public investment vehicle, and Clarivate Analytics, said that they reached a definitive agreement to merge. The combined company will operate as Clarivate Analytics and will become publicly listed on the New York Stock Exchange. The transaction implies an initial enterprise value of approximately $4.2 billion.
Onex Corporation, Baring Private Equity Asia and their affiliated funds separately confirmed that they have agreed to publicly list Clarivate Analytics on the New York Stock Exchange through a transaction with Churchill Capital Corp.
Funds affiliated with Onex Corporation and Baring Private Equity Asia or 'BPEA' acquired Clarivate in a carve-out transaction from Thomson Reuters in 2016.
Onex, BPEA and Clarivate management are retaining 100% of their equity, which converts to 73.8% ownership of the outstanding shares of the combined company at closing, assuming no redemptions by Churchill's public stockholders. The remaining outstanding shares of the combined company will be held by the current stockholders and founders of Churchill. Onex will continue to be the majority owner.
The transaction is expected to be completed during the second quarter of 2019, subject to approval by Churchill stockholders and other customary closing conditions. The boards of directors of both Churchill and Clarivate have unanimously approved the proposed transaction. The combined company will apply to list its ordinary shares and warrants on the New York Stock Exchange.
In connection with the transaction, Churchill founders have agreed to invest an additional $15 million, doubling their investment in Churchill. Founders have also have entered into agreements to amend the terms of its founder shares and founder warrants to align with the long-term valuation creation and performance of Clarivate.
Churchill founders have delayed the majority of their equity to vest only if the share price of the company exceeds $15.25 per share by 2022 and $17.50 per share by 2024. The majority of net cash proceeds from this transaction are expected to be used to pay down existing Clarivate debt and for working capital and general corporate purposes.
Churchill, led by Chief Executive Officer Jerre Stead, was formed to pursue opportunities in the information services segment of the broader technology services and software industry. The company raised $690 million of cash in an initial public offering in September 2018. Stead is the former Chairman and Chief Executive Officer of IHS Markit. Upon completion of the transaction he will become Clarivate's Executive Chairman.
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