Sec Form 13D Filing - Exor N.V. filing for CLARIVATE PLC (CLVT) - 2024-03-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Clarivate Plc

(Name of Issuer)

Ordinary shares, no par value

(Title of Class of Securities)

G21810109

(CUSIP Number)

Scott Miller

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 4, 2024

(Date of Event which Requires Filing of this Statement)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

CUSIP No. G21810109

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This Amendment No. 4 (the “Amendment No. 4”) relates to the Schedule 13D filed on October 23, 2023 (the “Original Schedule 13D”) by (1) Giovanni Agnelli B.V. (“G.A.”), (2) Exor N.V. (“Exor”) and (3) Exor Nederland N.V. (“Exor Nederland”) and together with G.A. and Exor, the (“Reporting Persons”, and individually referred to herein as a “Reporting Person”), and amended by Amendment No. 1 to Schedule 13D filed on November 8, 2023, Amendment No. 2 to Schedule 13D filed on December 4, 2023 and Amendment No. 3 filed on December 19, 2023. Except as otherwise provided herein, each Item of the Original 13D, as amended, remains unchanged.

Item 2. Identity and Background.

Item 2 of the Original Schedule 13D, as amended, is hereby amended and restated in its entirety as follows.

“The information set forth in Items 3, 4, 5 and 6 of this Schedule 13D, as amended, is incorporated by reference in its entirety into this Item 2.

(a) Name of Person Filing

This Amendment No. 4 13D is being filed jointly by (1) Giovanni Agnelli B.V. (“G.A.”), (2) Exor N.V. (“Exor”) and (3) Exor Nederland N.V. (“Exor Nederland”) and together with G.A. and Exor, the (“Reporting Persons”, and individually referred to herein as a “Reporting Person”). The joint filing agreement of the Reporting Persons is attached as Exhibit 99.1 to the Original Schedule 13D.

Exor Nederland is a wholly-owned subsidiary of Exor, which in turn is controlled by G.A.

(b) Address of Principal Business Office or, if none, Residence

The principal business office of the Reporting Persons is: c/o Exor N.V. Gustav Mahlerplein 25A, 1082 MS Amsterdam, The Netherlands.

(c) Principal Business

G.A. is a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) grouping the descendants of Senator Giovanni Agnelli, the founder of Fiat. The main business objective of G.A. is to preserve unity and continuity of the Agnelli family’s controlling equity interest in Exor. The name, business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each executive officer and director of G.A. each person controlling G.A. and each executive officer and director of any corporation or other person in control of G.A. are set forth in Schedule A attached hereto.

Exor and Exor Nederland are each Dutch public limited liability companies (naamloze vennootschap), and each is an investment company that focuses its business on long-term investments in global companies in diversified sectors, mainly in Europe and the United States. The name, business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each executive officer and director of Exor and Exor Nederland, each person controlling Exor and Exor Nederland and each executive officer and director of any corporation or other person in control of Exor and Exor Nederland are set forth in Schedule A attached hereto.

(d)-(e)

During the last five years, none of the Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

(f) Citizenship

Giovanni Agnelli B.V. – the Netherlands

Exor N.V. – the Netherlands

Exor Nederland N.V. – the Netherlands”

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D, as amended, is hereby amended and supplemented by adding the following information:

“All Shares purchased by the Reporting Persons were purchased using investment capital of the Reporting Persons.”

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Item 4. Purpose of Transaction.

Item 4 of the Original Schedule 13D, as amended, is hereby amended and restated in its entirety as follows:

“The information set forth in Items 3, 5 and 6 of this Schedule 13D, as amended, is incorporated by reference in its entirety into this Item 4.

The Reporting Persons have invested in the Issuer as part of a diversified portfolio of investments across a range of industries and in order to increase their exposure to the information analytics sector.

On March 4, 2024, Exor and Clarivate entered into an Investment Agreement, a copy of which is attached hereto as Exhibit 99.3 (the “Investment Agreement”). The key terms of the Investment Agreement are described in Item 6 of this Schedule 13D, as amended.

Except as described in this Schedule 13D, as amended, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, the Reporting Persons, may, at any time and from time to time, review, reconsider and change their position and/or change their purpose and/or develop such plans and, in connection therewith, may seek to influence management or the Board of Clarivate with respect to the business and affairs of Clarivate and may from time to time consider pursuing or proposing such matters with advisors, Clarivate or other persons.

Accordingly, the Reporting Persons reserve the right to develop, modify or change their plans as they deem appropriate, subject to the restrictions in the Investment Agreement. In reaching any determination as to their future course of action, the Reporting Persons may take into consideration various factors, such as Clarivate’s business and prospects, other developments concerning Clarivate, other business opportunities available to the Reporting Persons, and general economic and stock market conditions, including, but not limited to, the trading prices of the Shares.

Subject to the restrictions in the Investment Agreement, representatives of the Reporting Persons may from time to time participate in discussion with one another as well as with management of Clarivate, Clarivate’s directors, Clarivate’s other shareholders and/or other relevant parties, including other companies that operate in the information analytics sector or other markets in which Clarivate conducts its businesses, in each case relating to matters that may include Clarivate’s strategic plans, business, financial condition, operations and capital structure. Subject to the restrictions in the Investment Agreement, the Reporting Persons may engage with any of the parties listed above in discussions that may include one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D. As a result of these activities, the Reporting Persons may suggest, or take a position with respect to, potential changes in the operations, management or capital structure of Clarivate as a means of enhancing shareholder value and the return on its investment in Clarivate. Such suggestions or positions may relate to one or more of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D under Rule 13d-1(a), including, without limitation, Clarivate’s business, results of operations, strategic direction and alternatives, management, board of directors and management composition, environmental, social and governance considerations, capital structure and capital and resource allocation.”

Item 5. Interest in Securities of the Issuer.

Item 5(c) of the Original Schedule 13D, as amended, is hereby amended and supplemented by adding the following information.

“(c) The information set forth in Items 3 and 4 of this Schedule 13D, as amended, is incorporated by reference herein. Exhibit 99.2, which is incorporated by reference into this Item 5(c) as if restated in full, describes all of the transactions in the class of securities reported in this Schedule 13D (as amended) that were effected by the Reporting Persons in the past 60 days. Except as set forth in Exhibit 99.2 attached hereto, no reportable transactions were effected by any Reporting Person within the last 60 days.

(d) Neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A, which is incorporated by reference hereto, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities indicated in this Item 5.”

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Original Schedule 13D, as amended, is hereby amended and supplemented by adding the following information:

“On March 4, 2024, Exor and the Issuer entered into the Investment Agreement, a copy of which is attached hereto as Exhibit 99.3. Under the terms of the Investment Agreement, the Issuer has agreed to include in the Issuer’s board of directors’ slate of nominees, for election as director at the Issuer’s 2024 annual meeting of shareholders, Suzanne Heywood, Exor’s Chief Operating Officer, or, if Ms. Heywood becomes unavailable to serve as director, another individual designated by Exor and reasonably acceptable to the Issuer’s board of directors (the “Exor Designee”). The Exor Designee will be required to promptly tender his or her resignation from the Issuer’s board of directors at such time at which Exor beneficially owns less than 5% of the issued and outstanding Shares.

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Until the Fallaway Date (as defined below), Exor will be subject to certain customary standstill restrictions under the Investment Agreement, including: not to acquire additional Shares that would result in Exor beneficially owning more than 17.5% of the issued and outstanding Shares; not to publicly offer to acquire the Issuer; and not to participate or engage in any solicitation of proxies with respect to any voting securities of the Issuer.

The standstill restrictions will terminate on the earliest of the date (“Fallaway Date”) that is (i) the date on which the Exor Designee (if willing to stand) is not nominated for election or if nominated is not elected at an applicable shareholder meeting a nd (ii) the date on which Exor beneficially (together with economic positions through derivative instruments) owns less than 5% of the issued and outstanding Shares. The standstill restrictions will also terminate if (i) the Issuer enters into an agreement with a third party for the acquisition of more than 40% of the Issuer’s outstanding voting securities or (ii) the Issuer provides any other person with confidential information for the purposes of allowing a person to evaluate an acquisition of the Issuer without entering into a confidentiality agreement containing customary standstill provisions or (iii) a third party commences a tender offer for a majority of the outstanding voting securities of the Issuer and the Issuer’s board of directors does not recommend against such tender offer.

This summary of the Investment Agreement is qualified by reference to the complete text of the Investment Agreement which is attached hereto as Exhibit 99.3.”

Item 7. Material to be Filed as Exhibits.

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SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

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SCHEDULE A

Schedule A is hereby amended by deleting the previous response in its entirety and replacing it with the following:

Giovanni Agnelli B.V. (“G.A.”)

Set forth below are the names, business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and the citizenship of each board member of G.A. Unless otherwise indicated, the business address of each person listed below is c/o Giovanni Agnelli B.V., Gustav Mahlerplein 25A, 1082 MS Amsterdam, The Netherlands.

Exor N.V. (“Exor”)

Set forth below are the names, business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and the citizenship of the chief executive officer and each director of Exor. Unless otherwise indicated, the business address of each person listed below is c/o Exor N.V., Gustav Mahlerplein 25A, 1082 MS Amsterdam, The Netherlands.

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Exor Nederland N.V. (“Exor Nederland”)

Set forth below are the names, business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of the chief executive officer and each director of Exor Nederland. Unless otherwise indicated, the business address of each person listed below is c/o Exor N.V., Gustav Mahlerplein 25A, 1082 MS Amsterdam, The Netherlands.

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