Clarivate is an information services and analytics company. On October 1, 2020, the Company acquired 100% of the assets, liabilities, and equity interests of CPA Global, an intellectual property software and tech-enabled services company. Before and after its acquisition of CPA Global, Clarivate assured investors of the core effectiveness of its financial controls and procedures. For example, even after Clarivate disclosed in April 2021 that it had a material weakness in its financial controls related to accounting for certain warrants issued in connection with a 2019 business combination, the Company specifically cabined the scope of that material weakness to its accounting for the warrants at issue, while assuring investors that the remainder of its controls and procedures were effective. The complaint alleges that, throughout the Class Period, Defendants made materially false and misleading statements regarding the Companys business, operations, and compliance policies. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) Clarivate maintained defective disclosure controls and procedures as a result of a material weakness in its internal control over financial reporting; (ii) the foregoing material weakness was not limited to how the Company accounted for warrants; (iii) as a result, Clarivate failed to properly account for an equity plan included in its acquisition of CPA Global; (iv) accordingly, the Company was reasonably likely to restate one or more of its previously issued financial statements following its acquisition of CPA Global; and (v) as a result, the Companys public statements were materially false and misleading at all relevant times. On December 27, 2021, Clarivate disclosed in a filing with the U.S. Securities and Exchange Commission (SEC) that [o]n December 22, 2021, Clarivate . . . concluded that the financial statements previously issued as of and for the year ended December 31, 2020, and the quarterly periods ended March 31, 2021, June 30, 2021, and September 30, 2021, should no longer be relied upon because of an error in such financial statements[.] Specifically, Clarivate reported that [t]he error relates to the treatment under U.S. generally accepted accounting principles (GAAP) relating to an equity plan included in the CPA Global business combination which was consummated on October 1, 2020 (the CPA Global Transaction)[,] and that [i]n the affected financial statements, certain awards made by CPA Global under its equity plan were incorrectly included as part of the acquisition accounting for the CPA Global Transaction. Later that same day, an hour before market trading hours closed, StreetInsider.com published an article on Clarivate entitled Clarivate Plc (CLVT) PT Lowered to $29 at Stifel on Accounting Error. That article reported, in relevant part, that Stifel analyst Shlomo Rosenbaum lowered the price target on Clarivate . . . to $29.00 (from $32.00) following the Companys disclosure that it discovered an accounting error related to equity awards that CPA Global had issued under its equity plan. That article quoted the Stifel analyst, who commented, in relevant part, that [t]he timing of this discovery is poor, less than a month after the prior CFO left, though we are told that the items are not related, and this error was discovered in the last week[,] and that [t]his error should not impact Revenue, Adjusted EBITDA or Adjusted FCF [free cash flow], but it is likely to impact the GAAP EBITDA and earnings, and the reported FCF. Following Clarivates SEC filing and the StreetInsider.com article, Clarivates ordinary share price fell $0.16 per share, or 0.65%, to close at $24.58 per share on December 27, 2021. As the market continued to digest the SEC filing and StreetInsider.com article, Clarivates ordinary share price fell an additional $1.70 per share, or 6.92%, to close at $22.88 per share on December 28, 2021a total decline of $1.86 per share, or 7.52%, over two consecutive trading days.
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