Clarivate Declares Dividend on Mandatory Convertible Preferred Shares

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May 01, 2024, 16:05 ET

LONDON, May 1, 2024 /PRNewswire/ -- Clarivate Plc (NYSE: CLVT; CLVT PR A) ("Clarivate"), a leading global provider of transformative intelligence, today announced that its board of directors declared a quarterly dividend of $1.3125 per share on its 5.25% Series A Mandatory Convertible Preferred Shares (the "Preferred Shares"), payable in cash on June 3, 2024 to shareholders of record at the close of business on May 15, 2024.

On the mandatory conversion date, which is scheduled to occur on June 3, 2024, each Preferred Share will automatically and mandatorily convert into a number of ordinary shares of Clarivate (and cash in lieu of any fractional ordinary shares) based on the average volume weighted average price ("VWAP") of Clarivate's ordinary shares over a 30-trading day period that begins on, and includes, April 18, 2024 and is scheduled to end on, and include, May 30, 2024 (the "valuation period"). If such VWAP is (i) greater than $31.20, then the mandatory conversion rate will be 3.2052 ordinary shares of Clarivate per Preferred Share, (ii) less than or equal to $31.20 but equal to or greater than $26.00, then the mandatory conversion rate will be a number of ordinary shares of Clarivate per Preferred Share equal to $100.00 divided by such VWAP and (iii) less than $26.00, then the mandatory conversion rate will be 3.8462 ordinary shares of Clarivate per Preferred Share. The mandatory conversion rate will be announced following the end of the valuation period. The above description of the terms of the Preferred Shares is not complete and is subject to, and qualified in its entirety by reference to, the "Statement of Rights" for the Preferred Shares, which is filed as Exhibit 3.2 to Clarivate's annual report on Form 10-K for the fiscal year ended December 31, 2023.

Cautionary Note Regarding Forward-Looking Statements

This communication contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management's current views concerning future business, events, trends, contingencies, financial performance, or financial condition, appear at various places in this communication and may use words like "aim," "anticipate," "assume," "believe," "continue," "could," "estimate," "expect," "forecast," "future," "goal," "intend," "likely," "may," "might," "plan," "potential," "predict," "project," "see," "seek," "should," "strategy," "strive," "target," "will," and "would" and similar expressions, and variations or negatives of these words. 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 the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include those factors discussed under the caption "Risk Factors" in our annual report on Form 10-K, along with our other filings with the U.S. Securities and Exchange Commission ("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 adversely affect our business operations. Forward-looking statements are based only on information currently available to our management and speak only as of the date of this communication. 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, except as otherwise required by securities and other applicable laws. Please consult our public filings with the SEC or on our website at www.clarivate.com.

About Clarivate

Clarivate™ is a leading global provider of transformative intelligence. We offer enriched data, insights & analytics, workflow solutions and expert services in the areas of Academia & Government, Intellectual Property and Life Sciences & Healthcare. For more information, please visit www.clarivate.com.

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