Exor N.V. Amends Clarivate Plc Stake Filing

TL;DR

Exor N.V. just updated its Clarivate stake filing - big player making moves.

AI Summary

Exor N.V. has filed an amendment (No. 4) to its Schedule 13D concerning Clarivate Plc, as of March 4, 2024. The filing indicates a change in beneficial ownership, with Exor N.V. now holding a significant stake in Clarivate Plc's ordinary shares. The specific percentage and number of shares are detailed within the filing.

Why It Matters

This filing signals a potential shift in control or influence for Clarivate Plc, which could impact its strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — Changes in major shareholder filings can indicate strategic shifts or potential takeovers, introducing volatility.

Key Players & Entities

• Exor N.V. (company) — Filing entity
• Clarivate Plc (company) — Subject company
• Giovanni Agnelli B.V. (company) — Group member of Exor N.V.
• Scott Miller (person) — Mentioned in filing

FAQ

Filing Documents

• d762500dsc13da.htm (SC 13D/A) — 108KB
• d762500dex992.htm (EX-99.2) — 3KB
• d762500dex993.htm (EX-99.3) — 46KB
• 0001193125-24-056990.txt ( ) — 159KB

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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 familys 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 St

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

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. Page 5 of 13 CUSIP No. G21810109 Item4. Purpose of Transaction.

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

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, 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.

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

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 Issuers board of directors slate of nominees, for election as director at the Issuers 2024 annual meeting of shareholders, Suzanne Heywood, Exors Chief Operating Officer, or, if Ms. Heywood becomes unavailable to serve as director, another individual designated by Exor and reasonably acceptable to the Issuers board of directors (the Exor Designee ). The Exor Designee will be required to promptly tender his or her resignation from the Issuers board of directors at such time at which Exor beneficially owns less than 5% of the issued and outstanding Shares. Page 6 of 13 CUSIP No. G21810109 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 and (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 Issuers outstanding voting securitie

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