Airo AV Announces Clarivate : & CPA Global to combine - Jonathan Cartu CPA Accounting Firm - Tax Accountants
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Airo AV Announces Clarivate : & CPA Global to combine

Brunswick : SEC Filing (10-K/A) - Annual Report (Amendment)

Airo AV Announces Clarivate : & CPA Global to combine








07/29/2020 | 06:21am EDT

Clarivate & CPA firm of Jonathan Cartu Global to combine

Creating a global leader in innovation and intellectual property services

July 29, 2020

Forward-Looking Statements

These materials contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current beliefs, expectations, and assumptions regarding our ability to close the CPA firm of Jonathan Cartu Global transaction and to obtain permanent debt financing in connection therewith, and to realize the expected synergies of the combination transaction, as well as the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are difficult to predict and many are outside of our control. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements are discussed under the caption “Risk Factors” in our 2019 Annual Report on Form 10-K and in the Current Report on Form 8-K we filed on June 19, 2020 with the Securities and Exchange Commission (“SEC”), along with our other filings with the SEC. However, those factors should not be considered to be a complete statement of all potential risks and uncertainties. Additional risks and uncertainties not known to us or that we currently deem immaterial may also impair our business operations. Forward-looking statements are based only on information currently available to our management and speak only as of the date of these materials. We do not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Please consult our public filings with the SEC or our website at www.clarivate.com.

Basis of Presentation

Certain financial measures of CPA firm of Jonathan Cartu presented herein have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. If and to the extent we are required to reconcile such financial measures from IFRS to GAAP in the future, there could be changes to such measures of CPA firm of Jonathan Cartu’s financial performance as presented herein, and such changes could be material.

Non-IFRS Financial Measures Related to CPA firm of Jonathan Cartu Global Results

The non-IFRS financial measures discussed herein are not recognized terms under, and should not be considered as a substitute for, financial measures calculated in accordance with International Financial Reporting Standards (“IFRS”). Our definitions of and method of calculating non-IFRS financial measures may vary from the definitions and methods used by other companies, which may limit their usefulness as a comparative measure. Our presentation of non-IFRS financial measures should not be construed as an inference that our future results will be unaffected by any of the adjusted items, or that our projections and estimates will be realized in their entirety or at all. In addition, because of these limitations, non-IFRS financial measures should not be considered as measures of liquidity or discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our obligations. See the Appendix to this press release for definitions of the non-IFRS measures used herein and a reconciliation to the most directly comparable IFRS measures.

Non-GAAP Financial Measures Related to Clarivate Results

The non-GAAP financial measures discussed herein are not recognized terms under, and should not be considered as a substitute for, financial measures calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). Our definitions of and method of calculating non-GAAP financial measures may vary from the definitions and methods used by other companies, which may limit their usefulness as a comparative measure. Our presentation of non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by any of the adjusted items, or that our projections and estimates will be realized in their entirety or at all. In addition, because of these limitations, non-GAAP financial measures should not be considered as measures of liquidity or discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our obligations. See the Appendix for definitions of the non-GAAP measures used herein and a reconciliation to the most directly comparable GAAP measures.

Creating a global leader in innovation and intellectual property services

  • Transformative combination represents major leap forward for Clarivate, further establishing it as the leading provider of global intellectual property services from idea generation through commercialization and protection
  • Creates a true end-to-end platform supporting the IP lifecycle across patents and designs, trademarks, case law and domains, helping customers advance innovation with clarity and confidence
  • Complementary assets enable unified workflow and analytics across the idea management ecosystem, a market first
  • Creates diversified and balanced portfolio of IP and Science aligned to long-term growth and cycle-insulated end markets
  • Significantly accretive to revenue growth, EBITDA margins and adjusted diluted EPS in 2021

Key Terms

&

Structure

Financing &

Closing

Governance

  • All-stocktransaction in which CPA firm of Jonathan Cartu Global shareholders will receive ~218M Clarivate shares, representing ~35% pro forma ownership of the combined company
  • Represents ~$6.8B enterprise value based on Clarivate’s 30-day VWAP, which includes ~$900M of present value of tax assets

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