Good morning, and welcome to the Clarivate to acquire ProQuest conference call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing star then zero on your telephone keypad. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on your telephone keypad. To withdraw your question, please press star then two. Please note this event is being recorded. Would now like to turn the conference over to Mark Donohue, Head of Investor Relations. Please go ahead. Thank you, Andrew, and good morning, everyone. Thank you for joining us for the proposed acquisition of ProQuest. With me today from Clarivate are Jerre Stead, Executive Chairman and Chief Executive Officer, Richard Hanks, Chief Financial Officer, Mukhtar Ahmed, President, Science Group, and Clifford Smith, Head of Corporate Development. Also joining us is Andy Snyder, Chairman of ProQuest and CEO of Cambridge Information Group, the parent owner of ProQuest. All will be available to take your questions at the conclusion of prepared remarks. As a reminder, this conference call is being recorded and webcast, and it's copyrighted property of Clarivate. Any rebroadcast of this information, in whole or in part, without prior written consent of Clarivate is prohibited. This morning, Clarivate issued a press release announcing the proposed acquisition. The release, as well as an accompanying supplemental presentation, is available on the Investor Relations section of the company's website, clarivate.com, under events and presentations. During our call, we may make certain forward-looking statements within the meaning of the applicable securities laws. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of the business or developments in Clarivate's industry to differ materially from the anticipated results, performance, achievements, or developments expressed or implied by such forward-looking statements. Information about the factors that could cause actual results to differ materially from anticipated results or performance can be found in Clarivate's filings with the SEC and on the company's website. Our discussion will include non-GAAP measures or adjusted numbers, including adjusted revenue, adjusted EBITDA, adjusted free cash flow, and others. Clarivate believes non-GAAP results are useful in order to enhance an understanding of our ongoing operating performance, but they are supplementary and should not be considered in isolation from or a substitute for GAAP financial measures. Reconciliations of these measures to GAAP measures are available in our supplemental presentation and within this morning's press release. After our prepared remarks, we'll open the call up to your questions. With that, it's a pleasure to turn the call over to Jerre. Thank you, Mark, and thank you everyone for joining us on short notice for the call today. I want to welcome all of our investors and Clarivate colleagues from around the world on the call or webcast. I'd also like to extend a special welcome to our soon-to-be new colleagues at ProQuest. This is a historic day for both organizations, as this proposed acquisition will create a global leader in academic, government, and research content with enhanced software and analytics capability. With our highly complementary products, we will be in an even better position to serve the evolving needs of researchers, learners, and innovators in academia, governments, corporations, schools, and libraries around the world. The combination will enrich our value chain across the research life cycle with products that largely serve different needs. It will enhance our capabilities to offer customers a unique value proposition across content, analytics, and workflow solutions. By combining with ProQuest, our Academic and Government business will generate more than $1.3 billion in annual revenues while providing customers with the world's largest collection of curated content and data from ideation to outcomes. The global academic and research library market for analytics, enterprise software, and content aggregation is more than $33 billion in annual spend. Enterprise software is the fastest-growing library market segment and has high customer retention due to workflows integrated in core library systems. With our combined strengths, we will provide users with leading technologies that enhance content, discovery, sharing, and management. Importantly, it will also deepen our client relationships across our global user base, which will provide significant opportunities to further increase our high retention rates, improve our [customer light scores], and present significant cross-selling opportunities. This proposed acquisition will strengthen Clarivate's revenue and EBITDA growth. We anticipate that it will further enhance our subscription and reoccurring revenue base to more than 83%. We expect this transaction to result in double-digit accretion to Clarivate's earnings in 2022 and mid-teens accretion in 2023. In a few moments, Andy will provide a high-level overview of ProQuest, which will give you a good idea of why we're so very excited to add their products, services, and colleagues to the Clarivate family. Since going public in May of 2019, almost two years ago to the day, we've transformed Clarivate. We ended 2019 with $975 million in adjusted revenue, $294 million in adjusted EBITDA, and 30% adjusted EBITDA margins. Through a series of acquisitions, including DRG and CPA, and many operational improvements, and now the proposed acquisition of ProQuest, our combined revenues will have almost tripled compared to year-end 2019. Combined adjusted EBITDA will have quadrupled. Our combined EBITDA margin will have expanded to approximately 45%. Yet we're nowhere close to where I believe we can ultimately be. This past November, at our annual investor day, I provided my personal goals for where I thought Clarivate could go as we exit 2023. This proposed acquisition puts us well ahead of schedule to achieve my personal targets. Those personal targets were revenues of $2.8 billion-$3 billion, adjusted EBITDA to $1.3 billion-$1.4 billion, and adjusted free cash flow to of $1.1 billion-$1.2 billion exiting 2023. Once we complete this proposed acquisition, on a combined 2020 basis, our revenues would have exceeded more than $2.6 billion. Adjusted EBITDA would have been $1.2 billion, including cost synergies, and we would have had $1 billion of adjusted free cash flow. When combining Clarivate's current standalone 2021 outlook and ProQuest's expected standalone performance for 2021, our combined results for 2021 will move us very close to my personal goals. This is a cash and stock transaction valued at $5.3 billion, including the refinancing of $1 billion of ProQuest net debt. ProQuest shareowners will receive $3 billion in cash and $1.3 billion of Clarivate shares, representing 7% pro forma ownership of the combined company, or approximately 47 million shares issued to ProQuest shareowners. Including the annual tax benefits of $65 million resulting from the deal structure, which we currently expect to enjoy over the next 15 years, this transaction implies an adjusted EBITDA multiple of 14x, inclusive of more than $100 million of run rate savings that we expect to achieve within 15-18 months of closing. This is a very attractive valuation considering the many strategic and financial benefits we will enjoy from this proposed acquisition. We intend to refinance ProQuest's $1 billion of net debt and finance the purchase price for this acquisition through a combination of cash on hand, $2 billion of new debt facilities, and the net proceeds from a primary equity offering, all prior to closing the transaction. We're targeting pro forma net leverage of about 4.5x at closing. With the strong cash flow we're currently generating, plus the great addition of ProQuest, we're in very good position to quickly reduce our debt, targeting leverage in the mid-3x level by the end of 2022. We expect to close the transaction during the third quarter of 2021, subject to customary closing conditions and regulatory approvals. Upon closing, ProQuest will appoint two directors to the Clarivate board, including Andy Snyder, who will serve as Vice Chairman of the Clarivate board. With the addition of the two new directors, our Board size will increase from 13 to 15 members. There is a lock-up period for selling Clarivate shares of one to two years for certain ProQuest shareholders, including majority owners Cambridge Information Group and Atairos. It's now a great pleasure to turn the call over to Andy for a brief overview of ProQuest. Andy? Thank you, Jerre, good morning, everyone. I'm Andy Snyder. I'm the Chairman of ProQuest. On behalf of all of my colleagues at ProQuest who have been instrumental in building our company into a leading global software and data analytics provider, I'm very excited to be here to announce this important milestone for our business. I want to provide you with a brief introduction to ProQuest and an overview of what we do. Some quick background. I've been in this business for a long time. My family's roots with ProQuest go back 50 years to 1971, when my father acquired Cambridge Scientific Abstracts, a small business with a close group of employees serving academic institutions. Over the past 20 years, we've built that original business from under 200 employees to the 2,700+ that comprise ProQuest today. We like to describe ProQuest as Bloomberg for academia. We provide a vast amount of research information needs on college campuses and across research institutions, and all of the software to manage, access, and discover that information. Importantly, we are unique in our market in providing both solutions at the scale that we do. Our content business, which makes up 62% of revenue, is a leading content aggregator and provider of unique collections of research material across all formats: journals, e-books, newspapers, dissertations, video, and beyond. Our software solutions business, which is 34% of revenue, is one of the leading SaaS cloud-based multi-tenant platforms in the industry. Led by our Alma platform, with additional products like Rialto and Esploro and others that are delivering innovative workflow solutions for professionals on campuses and across research institutions. The majority of our revenue comes from the higher education industry, where we have all 50 of the top 50 universities in the world and an expansive global footprint. We also serve a broad and diverse customer base that includes research institutions, public libraries, government agencies, and corporates. As I mentioned, ProQuest is a global business with over 2,700 people worldwide, including approximately 440 sales and marketing reps serving our global customer base in over 150 countries. We're headquartered in Ann Arbor, Michigan, and have major centers in the U.K. and Israel. 40% of our revenue comes from outside North America. Importantly, we are well-positioned for global growth as we act globally and think locally with platform support and content capabilities in local languages. ProQuest is fortunate to serve over 25,000 customers, including all the leading universities around the world. 81% of our customers are from higher ed market, with the remainder from corporate, public, K-12, and government. We have a marquee list of customers across each of those segments, many of which have been with us for decades. We've had 100% customer retention rate among our top 2,500 recurring revenue customers, and we don't have a single customer who represents more than 1% of our total revenue. This results in a great business with a terrific financial profile. Quick summary of the business on a pre-synergy basis includes, we delivered $876 million revenue in 2020, which represented 4% organic growth, excluding a very small print book segment. Importantly, we enjoy a very high level of recurring or reoccurring revenue at 92%. Our 2020 adjusted EBITDA was $253 million, representing 30% margin and 11% growth. With a free cash flow conversion rate at 80% last year, we produced $202 million of EBITDA less CapEx. With that, I'll turn it back to Jerre, but I just close by saying I'm really looking forward to what our two businesses can achieve together. Thank you. Thank you, Andy, and all of your teammates at ProQuest. It's a great pleasure. As you can see, ProQuest is an ideal partner for us. In addition to their breadth and depth of products and services, their culture and values are very similar to ours. They have a long, proud heritage, a customer-first focus, and a commitment to excellence and innovation. These principles align closely with our vision, mission, and values. This morning, we reaffirmed Clarivate's 2021 standalone guidance, which excludes this acquisition. Our standalone outlook is adjusted revenues in the range of $1.79 billion- $1.84 billion, adjusted EBITDA of $790 million-$825 million, adjusted diluted EPS of $0.74-$0.79, and adjusted free cash flow of $450 million-$500 million. Once we close the acquisition in this year's third quarter, we will provide you our updated 2021 outlook, including the great addition of ProQuest. Before we open up to questions, I want to express my deep gratitude to my colleagues at Clarivate and my soon-to-be colleagues at ProQuest for all the great work that went into putting this transaction together. To both companies' colleagues around the world who have continued to deliver outstanding performances, especially over this past year during these very unusual times, I thank you all for your time today. We're now ready to take questions. As a reminder, please limit yourself to one question when you turn to the queue. Operator, let's open the line for questions. Thank you. We will now begin the question- and- answer session. To ask a question, you may press star then one on your telephone keypad. If you are using a speakerphone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw your question, please press star then two. Just a reminder to please limit yourself to one question, and then you may rejoin the queue. At this time, we will pause momentarily to assemble our roster. The first question comes from Manav Patnaik with Barclays. Please go ahead. Thank you. Good morning, guys. I was just hoping you could just help us appreciate the complementary nature of your product offerings and how that creates the revenue synergies that you alluded to in the presentation. I get the cost synergies and the deal rationale, but just trying to understand what the product synergies look like. Yeah. Great question, Manav. I'm going to have Mukhtar set that up, and then we'll go from there. Great question. Great. Thank you, Jerre. The way to look at this is, with the combined portfolio, what we're able to do is really serve the entire research value chain. The entire continuum from early-stage research that can typically occur in an undergraduate or high school setting all the way through to research that's conducted in a post-graduate setting and all the way through to corporate. What this brings is a wonderful platform for the distribution of information, highly enriching set of content that ultimately we can take to just different personas and users that are involved in research. Not just the end researchers, but that sponsor research, the practitioners of research, and really those that are vested in the outcomes associated with research. This combined portfolio brings enhanced software. It brings additional content and data assets. It really enhances that experience for our customer communities. Andy, just pick up a bit from your view. Just quick background, Andy and I met once in person, actually in my dining room here in Scottsdale, for six hours. When we left, we knew the opportunity was bigger than perhaps the best I've ever seen. One of the reasons is that Andy and his team, led by great people, were in the pursuit of significant year-over-year organic increase with all they've done. Andy, just share your views of how this plays. Yeah. Thanks, Jerre. I think it's a great combination on the product side as we think about just a really complementary fit particularly on the content side. Putting the ProQuest content collection alongside the Web of Science franchise is a very complementary fit. Obviously the software business that we have, which is driving meaningful growth for us, is a place where we would look to leverage down the road, and particularly some of the things that we're both doing on a complementary basis around research management is going to be an area of opportunity down the road. Thanks, Andy. Just for quick color, Mukhtar, just add some of the pleasant surprises, like the Life Science piece of ProQuest, too. Yeah. Absolutely. The natural observation is that this provides a lot of strength in academia. I think what we've also, I guess, found out during our discussions is some of the content, and there are some specific tools in the ProQuest portfolio that really are additive to our Life Sciences portfolio, and particularly in corporate research in the area of pharmacovigilance. Some other areas of search around drug discovery that we think will be really interesting for us moving forward. Can I just add in? A great question. ProQuest is off to an outstanding start, as were we in the first quarter. They grew at 7.7% organic constant currency growth, excluding that small print business. It's a great start, and we look forward to accomplishing everything we said we were going to do. This just enhances it a lot. Thanks. Next question, please. The next question comes from Hamzah Mazari with Jefferies. Please go ahead. Hi, this is Mario Cortellacci filling in for Hamzah. I was just hoping you can give us a sense for what the organic growth rate for ProQuest, and what that looked like, especially, I guess, in prior downturns. Jerre, you just mentioned that they got off to a great start, I guess 7.7% in the first quarter. What does that look like historically? Maybe you can give us an outlook for what that organic growth looks like, ex revenue synergies. Should we expect that high single- digit growth rate even as we lap 2020 with potentially some headwinds? Just any color around what we should expect from this business, again, ex revenue synergies and with the revenue synergies kind of being additive to that longer term. Yeah, no, great question. Andy, just give them quick background of how well you performed during the downturns, and then I'll pick up the rest of the question. Just as a reminder, the classic Clarivate business also has performed well during downturns as did DRG and CPA. Andy, please. Yeah. Thanks for the question. At ProQuest, during the last cycle, we had our downtime, and this was before we owned the software business, which is higher growth and stickier profile probably. In 2010 was our down year following the financial crisis, and the business was down 1% at that time, and that was really because we had bought something that was declining. It held up very well through financial cycles. Thanks, Andy. I just pick up on it, because this is what's so exciting for us. We expect to deliver, as I said, as we exit 2021, to be at the upper end of the 6%-8% that we said we thought we would in the business prior to the acquisition and closure of ProQuest. We'll give you full guidance the day we can announce the closure of the agreement with ProQuest. What we've laid out, and I have great confidence in Andy and his team and Mukhtar and our team in the ability to carry forward all in, certainly the kind of numbers that we've talked about consistently inside of Clarivate for years to come. A lot more to come on that in 2021 when we close the deal. Thanks very much. Next question. The next question comes from Andrew Nicholas with William Blair. Please go ahead. Hi, good morning. Thank you. I was hoping you could spend a bit more time talking about the software solutions. I know you've mentioned a couple different times that it's faster growing. If there's any growth rate that you could put on that would be helpful. Maybe some use cases for Alma and Rialto and Vega, some of the bigger products. What does that look like within these academic institutions, and just to help us get a sense for exactly what it is that these products do. Thank you. That's a great question. That's what makes this so exciting. I'll have Mukhtar start with the view that we looked at, and then Andy pick up with a couple examples, because the day Andy and I spent. By the way, it was the only time any of us were together physically during this whole deal, and I'm just proud of everybody. When he left that day, and I called Mukhtar and Richard and I said, "Alma is a winner, a grand slam home run." Mukhtar. Sure. Probably the way to look at the ProQuest portfolio, and the software products, is probably three categorizations of what I call use cases or end user experiences. If you look at Alma, that represents what is essentially information management and workflow. Really think of that as really being the distribution infrastructure for getting the right information and content to the right user. That's probably the best way of looking at that. That's one. The second way of looking at the portfolio of ProQuest products, and I'm sure Andy will add to this, is think of it in the context of search, research, and discovery. That's where Esploro, Pivot, and other products fall into that category. That's really about the search experience. It's about identifying the right information and finding the means to get to that information. Then the third area is really around engagement, and particularly student engagement, which we think is extremely powerful here. Actually engaging with the end users, actually being part of the end user experience. Particularly, students that start that journey of learning in the K-12 setting, carry that through into colleges, carry that through into universities, and ultimately into their professional lives. That journey of learning, of knowledge acquisition is such a strong area for ProQuest. Going back to what I said earlier, is once you bring in our Clarivate offerings and we look at how to automate that innovation cycle, really empowering researchers with best in class analytics and data, and really driving that research to outcomes proposition. That union of software data and expertise. Remember, what we're also bringing is advisory and consulting expertise to the table. We think that union will really help us go deeper into our core markets. Thanks, Mukhtar. Andy, a couple examples, because it's a great question. Sure. I think, at a high level, the way to think about the software business is we're making these institutions, particularly college campuses, and how they manage and discover all of their research material. We're trying to make them more efficient and the lives of the professionals easier. Alma is really the cornerstone of that. It's essentially the ERP system of the library. On top of that, we've built a lot of workflow solutions that really help simplify the process and the workflow of the professionals on campus. Rialto is a good example. It's really an innovation in how book purchasing and material purchasing is being done on campuses. It's built into the Alma platform. We expect that to be an exciting product for a while. You mentioned Vega. Vega is basically a similar ERP system now driven at the public library market, on the back of an acquisition we did just last year of Innovative. We'll continue to roll out innovative and disruptive workflow solutions, things like Leganto, which is a teaching and learning application that goes into the classroom, and Esploro, which makes research management simpler. All of those are things that have touch points with Clarivate as well. Thanks, Andy, and great question. It's one of the exciting things, very exciting about this. Some of you may know over the years as a public CEO, I've led 100% software businesses like Legent. This is an incredible addition to what we've laid out to do. Very excited. Thank you. Next question. Again, if you have a question, please press star then one on a touch tone phone. The next question comes from Toni Kaplan with Morgan Stanley. Please go ahead. Thank you. Just a couple of housekeeping questions. Just wanted to understand how you're thinking about the debt to equity split. Was that in order to achieve the 4.5x leverage at close? Also, could you share what the breakup fee is? Thank you. There is no breakup fee. That's not something I've ever done, Toni, and we don't need one like that. That's a great question, thanks. Most important, we said publicly for a long time that the two bookends of any large acquisition, one, we would not exceed the 4.5x trailing debt ratio. This puts us at that one on closing. As I said, we'll be below 3.5x as we exit 2022, at or below that. That puts us on a really exciting basis for all of us. It'll be a billion-dollar plus free cash flow year after year, giving us the opportunity to reduce debt, make acquisitions, and eventually, if it made sense from a return, to buy back shares. Really critical. The other end of the bookend is that we won't do an acquisition that, for two things, I think you all know and you should know, we don't do anything that is out for bid, and in this case, it was an exclusive agreement with ProQuest and Clarivate, as our others have been. Part of that was we must have a double-digit adjusted EPS accretion within the first year. As I said this morning, that will be a fact at the end of 2022, and at the end of 2023, we'll be well north of 15% adjusted, my personal estimate, adjusted accretion on EPS. Those are the two bookends. More to come on the details of the exact timing and the balance that we plan with the new equity offering. Thanks, Toni. Great question. Next question, please. Great. The next question comes from Zach Cummins with B. Riley Securities. Please go ahead. Yeah, good morning. Thanks for taking my questions. Jerre, can you give us a little more of a sense of the customer overlap? I know it materially expands the kind of available customer opportunity. Just trying to get a sense of the current overlap across both of the businesses and how this plays into the cross-selling opportunity. I'll start it. Great question, I'll have Mukhtar pick up on it. The thing that strikes me as so exciting, Andy talked about it, Mukhtar has. We now are the first company in history that can touch and help every student from K through doctor's degrees in every country around the world and help them be better at what they do. The overlap is incredibly good. What's more important to me is the overlap is there is no product overlap. It's 100% complementary. Just so exciting to see. Let Mukhtar pick up because it's a great question. Yeah, absolutely. As Jerre says, there's certainly customer logo overlap, but there's a lot of white space into those accounts where we can most certainly upsell and certainly cross-sell the offerings. Not just things like Web of Science, but there's a real opportunity here for us to also take our IP portfolio, to take our life sciences and research portfolio under the research cloud into some of the accounts and markets that ProQuest operate in and vice versa. In terms of some of the segments, and if we look at some of the verticals that we operate in. In Clarivate, we're pretty deep in the government sector. We also have a strong foothold in the corporate sectors. We have strength in certain geographical sectors that we think we can certainly leverage here to certainly grow the ProQuest offerings. Vice versa. There's an opportunity, as I said earlier, to take some of the Clarivate offerings into education and early stage research. We think that's a huge opportunity here through that student engagement and really being part of that student journey from a very early stage. It's a great question. I just want to add a couple things to that. As you know, with the one Clarivate effort we have underway to have all of our, after we get the inside sales all done, which we will do once we close with ProQuest too, where we've got 80%+ of the customers being handled every day in three global business centers around the world. We'll then be very focused on five global vertical markets. One, which happens to be, as Andy talked about, Mukhtar did, it's a $33 billion market. A $33 billion market growing at about 7%, which is Academic and Government. We'll be $1.3 billion, and by far the leader there. That's a huge opportunity for us. Much of what we will bring together to customers, they've never had the ability to see and receive before. What I always think through is how do we help our customers help their customers. That software that Andy and Mukhtar talked about, complemented by the amazing amount of information we'll provide, allows them to do things they've never done before. The other thing I'd say on this, because it's so important. I've done acquisitions, I think 220. Cliff and I've done 75, 80 together. There's none that's ever been more complementary. If you just step back, on May 14th, 2019, we went public. We laid out two big steps for us to move into two groups, which we did, and have just done a wonderful job by all of our team. One was Science and one was IP. We laid out an effort to become a world leader in life science and took a huge step forward with acquiring DRG. We laid out to be the leader in intellectual property, and we're so pleased last year to be able to acquire CPA. We're now a billion-dollar business that helps our customers in ways nobody's ever thought about with intellectual property. Now with this amazing addition of ProQuest, we're a $1.3 billion business in the Government and Academic area. Think about us focused with great customer solutions in those five global markets with an opportunity to grow better than anything I've ever been part of. That's what's exciting. Today, as we move forward, I just couldn't be prouder of what's been accomplished, and I'm so thankful for the entire team at ProQuest and delighted with the amazing effort that Clarivate members have added day after day after day. It's a great situation for us. We'll give amazing returns to our shareholders. I believe, operator, there are no other questions, if you could confirm that. I confirm that. I'd like to turn the call back over to you for any closing remarks. Thanks. My closing remarks is great job by everybody. Couldn't be more excited. Lots more to come. Very thankful to add world-class colleagues from around the world. Think of us as a global solution company to five amazingly exciting vertical markets around the world with the world's best set of colleagues. Thanks, everybody. Bye-bye. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.