London, February 27, 2019 — Clarivate Analytics PLC (“Clarivate”), the leading global information services and analytics company serving the scientific research, intellectual property and life sciences markets, announced today that it has filed a registration statement on Form F-4 with the Securities Exchange Commission (“SEC”), in connection with its recently-announced merger with Churchill Capital Corp (“Churchill”) (NYSE: CCC), a special purpose acquisition corporation (SPAC) launched by infotech executive Jerre Stead and senior banking executive Michael Klein. Clarivate intends to apply for listing of its ordinary shares and warrants on the New York Stock Exchange under the proposed symbols CCC and CCC WS, respectively.
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. The boards of directors of both Churchill and Clarivate have unanimously approved the proposed transaction. Completion of the transaction, which is expected in the second quarter of 2019, is subject to approval by Churchill stockholders and other customary closing conditions.
Important Information for Investors and Shareholders
A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.
Once the SEC declares the registration statement effective, Churchill will present the proxy statement and prospectus contained in the registration statement at a special meeting to the stockholders for their approval on the proposed transaction with Clarivate. The proxy statement will be mailed to shareholders as of a record date to be established for voting on the proposed business combination. Investors and security holders of Churchill are urged to read the proxy statement, prospectus and other relevant documents that have been and will be filed with the SEC carefully as they contain important information about the proposed transaction and related parties. Free copies of these documents will be available through SEC’s website at http://www.sec.gov. Documents filed by Churchill and/or Clarivate can be obtained free of charge from Churchill’s website at www.churchillcapitalcorp.com, by written request to Churchill Capital Corp, 640 Fifth Avenue, Floor 12, New York, NY 10019, or by emailing email@example.com.
About Churchill Capital Corp
Churchill Capital Corp is a public investment vehicle formed for the purpose of effecting a merger, acquisition or similar business combination in the information services segment of the broader technology services and software industry. Churchill is led by Chairman Michael Klein and Chief Executive Officer Jerre Stead. Churchill’s securities are quoted on the New York Stock Exchange under the ticker symbols CCC, CCCW and CCCU.
About Clarivate Analytics
Clarivate is the leading global information services and analytics company serving the scientific research, intellectual property and life sciences markets. Corporations, government agencies, universities, law firms and other professional services organizations around the world depend on Clarivate’s high-value, curated content, analytics and services. Clarivate has benefitted from its ability to leverage the substantial increase in unstructured data. The proliferation of unstructured data increases the value of Clarivate’s highly-curated, proprietary information that is created through the sourcing, aggregation, verification, translation and categorization of data, which is then embedded in the Clarivate’s customers’ work flow and decision-making processes.
Forward Looking Statements
This press release includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Churchill’s or Clarivate’s management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability to complete the transactions contemplated by the proposed business combination; the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, the amount of cash available following any redemptions by Churchill stockholders; the ability to meet NYSE’s listing standards following the consummation of the transactions contemplated by the proposed business combination; costs related to the proposed business combination; Clarivate’s ability to execute on its plans to develop and market new products and the timing of these development programs; Clarivate’s estimates of the size of the markets for its solutions; the rate and degree of market acceptance of Clarivate’s solutions; the success of other competing technologies that may become available; Clarivate’s ability to identify and integrate acquisitions; the performance and security of Clarivate’s services; potential litigation involving Churchill or Clarivate; and general economic and market conditions impacting demand for Clarivate’s services. Other factors include the possibility that the proposed transaction does not close, including due to the failure to receive required security holder approvals, or the failure of other closing conditions. Neither Churchill nor Clarivate undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Churchill and Clarivate and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of Churchill’s stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed transaction of Churchill’s directors and officers in Churchill’s filings with the SEC, including Churchill’s Form S-1 registration statement, which was declared effective by the SEC on September 6, 2018. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Churchill’s stockholders in connection with the proposed business combination will be set forth in the registration statement for the proposed business combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed business combination will be included in the proxy statement, prospectus and related documents that the parties intend to file with the SEC.
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
Churchill Capital Corp: firstname.lastname@example.org
Clarivate Analytics: email@example.com