Altaris LLC, a New York-based healthcare-focused investment firm, has entered into a definitive agreement to acquire Clarivate Plc's Life Sciences & Healthcare (LS&H) business for $600 million in a structured carve-out transaction. The consideration is structured as follows:

• $500 million in cash at closing
• $25 million in deferred cash contingent on completion of a transition services agreement (TSA)
• $75 million seller note

The LS&H business comprises the Cortellis and Decision Resources Group (DRG) platforms — AI-enabled data and analytics products that support pharmaceutical, biotechnology, and medical technology companies across R&D, clinical development, regulatory affairs, pharmacovigilance, commercialization, and market access decision-making. According to Altaris, the business serves approximately 2,500 customers, including all of the top 20 global pharmaceutical companies.

The transaction is expected to close in the second half of 2026 or by year-end, subject to customary closing conditions, required regulatory approvals, and expiration of applicable waiting periods.

For Clarivate, the LS&H divestiture is a deliberate portfolio simplification and balance sheet deleveraging move. Clarivate has been under sustained pressure from investors to reduce complexity and focus on its core Academia & Government and Intellectual Property segments — businesses with stronger competitive moats and more predictable renewal economics. The $600 million proceeds will be applied to debt reduction, addressing a leverage profile that has weighed on Clarivate's equity valuation.

The LS&H carve-out also reflects a broader trend in information services: conglomerates that assembled diverse data and analytics portfolios through acquisition cycles are now rationalizing those portfolios, separating businesses that are better positioned as focused standalone platforms than as divisions within a multi-segment parent.

For Altaris, the acquisition represents a scaled entry into AI-enabled life sciences intelligence — a segment with structural growth drivers rooted in the increasing complexity of pharmaceutical R&D, the proliferation of clinical and regulatory data, and the growing reliance of drug developers on third-party analytics platforms to navigate market access and commercialization decisions.

The Cortellis and DRG platforms are deeply embedded in the workflows of pharmaceutical and biotech companies. Cortellis provides competitive intelligence, drug pipeline tracking, regulatory intelligence, and patent analytics. DRG provides market access analytics, payer intelligence, and commercial forecasting tools. Together, they serve as infrastructure for drug development and commercialization decision-making — a positioning that creates high switching costs and strong renewal economics.

Altaris's thesis is that a focused, standalone ownership structure will enable faster product investment, sharper go-to-market execution, and better alignment with the specific needs of life sciences customers than was possible within Clarivate's multi-segment structure.

This transaction is a business carve-out — the separation of a division from a larger corporate parent — rather than a straightforward acquisition of a standalone company. Carve-outs are among the most legally and operationally complex transaction structures, for several reasons:

Shared Infrastructure. LS&H has historically operated on shared Clarivate infrastructure: IT systems, HR platforms, finance and accounting systems, legal and compliance functions, real estate, and corporate services. Separating these shared services requires a detailed mapping of what is used exclusively by LS&H, what is shared with other Clarivate segments, and what must be replicated or replaced.

Employee Allocation. Employees who work across multiple Clarivate segments must be allocated between the divested business and the retained business. This allocation involves employment law considerations in multiple jurisdictions (LS&H has global operations), WARN Act compliance in the U.S., works council consultations in Europe, and retention arrangements for key personnel.

Contract Separation. Vendor contracts, customer contracts, and technology licenses that cover multiple Clarivate segments must be either assigned to the new entity, novated, or replaced. This is a significant workstream in any carve-out and often surfaces unexpected dependencies.

The $25 million deferred consideration contingent on TSA completion signals that the parties have negotiated a meaningful transition services arrangement — Clarivate will continue to provide certain services to the carved-out business for a defined period post-closing while Altaris builds or procures standalone capabilities.

Key TSA considerations include:

• Service scope and duration — the TSA must precisely define which services Clarivate will provide, at what service levels, and for how long. Ambiguity in service scope is a leading source of post-closing disputes in carve-out transactions
• Pricing — TSA services are typically priced at cost plus a margin; the pricing must be arm's-length to avoid transfer pricing issues and to give Altaris visibility into the true cost of independence
• Exit planning — the TSA should include a detailed exit plan specifying how and when each service will be transitioned to standalone capability; the $25 million deferred payment creates a financial incentive for both parties to complete the transition efficiently
• Governance — a TSA governance committee with clear escalation paths is essential to managing disputes and service level failures during the transition period

The LS&H business derives revenue from subscription and licensing agreements with pharmaceutical, biotech, and medtech companies. Many of these agreements will contain change-of-control provisions that give customers the right to terminate or renegotiate upon a change in ownership of the service provider.

Due diligence must identify:

• Which customer contracts contain change-of-control clauses and what rights those clauses confer
• Whether any major customers (particularly top-20 pharma accounts) have indicated intent to exercise termination rights
• What consent or notification obligations apply and the timeline for satisfying them
• Whether any government or institutional contracts require novation or assignment approval

Customer retention during the ownership transition is critical to the investment thesis — revenue attrition in the first 12-18 months post-closing can materially impair the return on a subscription-based data business.

The LS&H platforms process substantial volumes of data related to pharmaceutical R&D, clinical trials, regulatory submissions, and healthcare market dynamics. While much of this data is aggregated or de-identified, the compliance landscape requires careful assessment:

HIPAA. To the extent any LS&H data products incorporate individually identifiable health information, HIPAA business associate agreement obligations must be mapped and transferred to the new entity.

GDPR and International Data Transfers. LS&H has European operations and European customers. The carve-out will require assessment of data processing agreements, standard contractual clauses, and any cross-border data transfer mechanisms that must be updated to reflect the new data controller/processor structure.

FDA Regulatory Data. Cortellis incorporates regulatory submission data from FDA and other global health authorities. The terms under which this data is licensed, aggregated, and redistributed must be reviewed to ensure the new entity has uninterrupted rights to use and distribute this data.

Both Cortellis and DRG have invested in AI and machine learning capabilities — natural language processing for regulatory document analysis, predictive analytics for drug approval probability, and market access modeling tools. The IP due diligence workstream must address:

• Ownership of AI models — whether the models were developed using Clarivate-owned data, licensed third-party data, or customer data, and what rights the new entity has to continue using and developing those models
• Training data rights — whether the data used to train AI models is being transferred with the business or remains with Clarivate, and whether any data licensing agreements restrict use of the data for AI training
• Open source compliance — AI development frequently incorporates open source components; a software composition analysis is necessary to identify any open source licenses that impose obligations on the new entity

The $75 million seller note is a meaningful component of the consideration structure. Key considerations include:

• Interest rate and maturity — the economic terms of the note affect Clarivate's effective net proceeds and Altaris's cost of capital
• Subordination — the seller note is likely subordinated to any senior debt Altaris uses to finance the acquisition; the intercreditor terms will govern Clarivate's ability to enforce the note in a distress scenario
• Prepayment rights — whether Altaris has the right to prepay the note and on what terms
• Covenants — whether the note includes financial maintenance covenants that constrain Altaris's operational flexibility post-closing

Pharmaceutical and Biotech Market Intelligence. Turkish pharmaceutical companies — including generic drug manufacturers with U.S. market ambitions and biotech companies navigating FDA approval processes — rely on platforms like Cortellis and DRG for competitive intelligence, regulatory tracking, and market access analysis. The ownership transition to Altaris should not disrupt service continuity, but customers should monitor any changes to product roadmaps, pricing, or support quality during the TSA period.

Life Sciences Data as M&A Target. The Altaris / Clarivate LS&H transaction illustrates the investment thesis for life sciences data and analytics platforms: high switching costs, recurring subscription revenue, deep workflow integration, and structural growth driven by pharmaceutical R&D complexity. Turkish investors and family offices evaluating healthcare sector investments should consider the data and analytics layer — not just drug development or hospital operations — as a distinct and attractive asset class.

Carve-Out Structuring for Turkish Divestitures. Turkish conglomerates and holding companies that are considering divesting business units to international buyers will encounter many of the same structural complexities as the Clarivate LS&H carve-out: shared infrastructure, employee allocation, contract separation, and TSA negotiation. Engaging experienced M&A counsel early in the divestiture planning process — before a buyer is identified — significantly reduces execution risk and maximizes value.

This alert is provided for informational purposes only and does not constitute legal advice. Transaction details are based on publicly available information as of the date of publication. For legal advice regarding M&A transactions, healthcare data compliance, or cross-border investments, please contact ULF New York.