LONDON and PHILADELPHIA, Feb. 20,
2020 /PRNewswire/ -- Clarivate Analytics Plc (NYSE:
CCC; CCC.WS) (the "Company"), a global leader in providing trusted
insights and analytics to accelerate the pace of innovation, today
announced that the Company will redeem all of its outstanding
warrants (the "Public Warrants") to purchase ordinary shares of the
Company, no par value (the "Ordinary Shares"), that were issued
under the Warrant Agreement, dated September
6, 2018, by and between Churchill Capital Corp
("Churchill") and Continental
Stock Transfer & Trust Company, as warrant agent (the "Warrant
Agreement"), as part of the units sold in Churchill's initial public offering ("IPO"),
for a redemption price of $0.01 per
Public Warrant (the "Redemption Price"), that remain outstanding at
5:00 p.m. New York City time on March 23, 2020 (the "Redemption Date"). Warrants
to purchase Ordinary Shares that were issued under the Warrant
Agreement in a private placement simultaneously with the IPO and
still held by the initial holders thereof or their permitted
transferees are not subject to this redemption.
Under the terms of the Warrant Agreement, the Company is
entitled to redeem all outstanding Public Warrants if the last
sales price of the Ordinary Shares is at least $18.00 per share on each of twenty trading days
within any thirty-day trading period. This share price performance
target was achieved as of February 14,
2020. At the direction of the Company, Continental Stock
Transfer & Trust Company, in its capacity as warrant agent, has
delivered a notice of redemption to each of the registered holders
of the outstanding Public Warrants.
In addition, in accordance with the Warrant Agreement, the
Company's board of directors has elected to require that, upon
delivery of the notice of redemption as aforesaid, all Public
Warrants are to be exercised only on a "cashless basis."
Accordingly, holders may no longer exercise Public Warrants and
receive Ordinary Shares in exchange for payment in cash of the
$11.50 per warrant exercise price.
Instead, a holder exercising a Public Warrant will be deemed to pay
the $11.50 per warrant exercise price
by the surrender of 0.5374 of an Ordinary Share (such fraction
determined as described below) that such holder would have been
entitled to receive upon a cash exercise of a Public Warrant.
Accordingly, by virtue of the cashless exercise of the Public
Warrants, exercising warrant holders will receive 0.4626 of an
Ordinary Share for each Public Warrant surrendered for exercise.
Any Public Warrants that remain unexercised at 5:00 p.m. New York
City time on the Redemption Date will be void and no longer
exercisable, and the holders of those Public Warrants will be
entitled to receive only the Redemption Price.
The number of Ordinary Shares that each exercising warrant
holder will receive by virtue of the cashless exercise (instead of
paying the $11.50 per Public Warrant
cash exercise price) was calculated in accordance with the terms of
the Warrant Agreement and is equal to the quotient obtained by
dividing (x) the product of the number of Ordinary Shares
underlying the Public Warrants held by such warrant holder,
multiplied by the difference between $21.40, the average of the last sale price of the
Ordinary Shares over the ten trading days ending on February 14, 2020, the third business day prior
to the date of the redemption notice (the "Fair Market Value") and
$11.50, by (y) the Fair Market Value.
If any holder of Public Warrants would, after taking into account
all of such holder's Public Warrants exercised at one time, be
entitled to receive a fractional interest in an Ordinary Share, the
number of Ordinary Shares the holder will be entitled to receive
will be rounded down to the nearest whole number of shares.
The Ordinary Shares underlying the Public Warrants have been
registered by the Company under the Securities Act of 1933, as
amended, and are covered by a registration statement filed with,
and declared effective by, the Securities and Exchange Commission
(Registration No. 333-229899).
Questions concerning redemption and exercise of the Public
Warrants can be directed to Continental Stock Transfer & Trust
Company, 1 State Street, New York, New
York 10004, Attention: Compliance Department, telephone
number (212) 509-4000.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any offer of any
of the Company's securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
About Clarivate Analytics
Clarivate Analytics™ is a
global leader in providing trusted insights and analytics to
accelerate the pace of innovation. We have built some of the most
trusted brands across the innovation lifecycle, including Web of
Science™, Cortellis™, Derwent™, CompuMark™, MarkMonitor™ and
Techstreet™. Today, Clarivate Analytics is on a bold
entrepreneurial mission to help customers reduce the time from new
ideas to life-changing innovations. For more information, please
visit clarivate.com.
Clarivate and its logo, as well as all other trademarks used
herein are trademarks of their respective owners and used under
license.
Logo -
https://mma.prnewswire.com/media/455613/clarivate_logo_for_press_release_Logo.jpg