Mergers, acquisitions, and my tinfoil hat

[nb: this is by your long-lost second blogger, who relocated to a large state university two years ago, rather than by the usual fellow who’s been keeping this boat afloat single-handedly for the last few years. I started writing this post a year & half ago, but then, you know, some things happened.]

In December 2019, Ex Libris, a ProQuest Company (or was it ProQuest, an Ex Libris Company?) acquired Innovative Interfaces, Inc. Unless you had already been assimilated by the evil empire, this was generally regarded as a bad thing.

Marshall Breeding quickly updated his chart to look like this:

Ex Libris/ProQuest/III is the yellow mass at the top left. You can see it growing by leaps and bounds beginning 2000, and you can follow some of the green and blue lines below it back to the launch of Aleph in 1980, when it was created by the Hebrew University of Jerusalem to handle left-to-right (Latin) and right-to-left (Hebrew) characters in the same record, which no other system could do at the time.

III — the pea-green and then grey lines trailing back to 1978 — has a similar vintage, though whereas Ex Libris’s customer base have in recent years been concentrated in large academic libraries (CUNY, SUNY, Harvard, NYU, Vanderbilt, University of Tennessee, Orbis Cascade Alliance…), III has strength among public libraries and includes NYPL and Brooklyn Public Library among its customers. Both companies have been owned by private equity firms for some time (as is SirsiDynix). That fact is always tucked into the back of libraryland’s brains, but we rarely collectively surface that conflict of interests in any meaningful way.

What Breeding’s fabulous chart does not precisely represent is the market share that ProQuest/Ex Libris had captured. According to Ithaka, the acquisition brought their US market share of academic libraries from 49% to 72% and their share of public libraries from 6% to 54%. As John Overholt at Harvard (which runs Ex Libris’s Alma and Primo) said at the time,

“If we had functional antitrust enforcement it would be obviously illegal for ProQuest to buy 3/4 of the ILS market for academic libraries and more than half for public.”

We haven’t got much of a functioning anything right now — what with the federal government slouching along from the extremely bad years of impeachment circuses, budding neo-fascism, and handling a pandemic so badly that you wouldn’t be able to write a novel about it without your editor objecting, to a slightly less-bad and more genteel version of all those things that continues to test all of our last good nerves — let alone antitrust enforcement, so we obviously can’t look for help from that quarter. To be honest, if you were going to invent a library situation that any recent US federal administration would approve of, it probably would look exactly like a multinational, private equity-backed corporation with headquarters in an apartheid country, just saying.

What did all this mean?

Ithaka laid out the kind of well-informed middle ground opinions you’d expect: they noted the huge market share growth; seemed to think Ex Libris’s strengths in cloud-based software (remember, the cloud is just other people’s computers, and I have questions about carbon footprint vs. local hosting) is a positive for everyone involved; told us that “[s]imply put, this deal is bad news for OCLC,” and suggested that it’s likely that Ex Libris outbid OCLC for III; and also raised questions about competition with EBSCO, especially since they each sell both software and content. Ithaka concluded with concerns that Ex Libris/ProQuest might start focusing more on their non-library products, especially in the context of the wider university settings, and begin to neglect libraries in turn.

Becky Yoose outlined her responses to the news

My first response to this acquisition: Well, fuck.

Second response: This gives Ex Libris/ProQuest an “in” with the public library ILS market with Polaris.

Third response: Dammit, the ILS marketfield doesn’t need less competition than it already has.

Fourth response: III customers now have to deal with another change in management, and who knows what this will bring for III employees. I know that there were shakeups before with leader changes, but here we are with another change in a span of a few years.

Fifth response: If we’re stuck with OCLC and ProQuest/ExLibris at the end of the ILS marketplace consolidation, we only have ourselves to blame.

Sixth response: fucking hell.

Seventh response: Where does that leave the marketplace?

Saying “fuck” twice is an appropriate response.

And then, because we live in in hell and it’s still 2020, I guess, despite being halfway through 2021, it got worse.

A few weeks ago, ProQuest/Ex Libris/III was purchased by Clarivate.

To draw my own conclusions, I want to first zoom out a little and look at what ProQuest and Ex Libris have been up to over the last few years.

The first of this series of shocks to our collective systems came in 2015, when ProQuest bought Ex Libris. At the time (and I was working at a library running several Ex Libris products then), the main concern was not only the consolidation of systems providers — though that was an issue, especially since several of ProQuest’s and Ex Libris’s systems were very similar, such as Summon & Primo, prompting speculation that there would be forceful consolidation between them. That issue has seen a little movement since then, such as the central indexes of Summon & Primo now being one, but for the most part libraries have been able to continue down the Ex Libris path or the ProQuest path. (So far; I expect that both groups of customers will all be shuffled to Ex Libris’s Alma in a few years as older systems are retired. *an ex libris rep pops up from behind my desk to chirp “we never sunset systems!” i cut my eyes to digitool*)

The bigger concern was over the blending of software systems and content. While it certainly wasn’t the first time the streams had crossed (and EBSCO and OCLC also sell both systems and content), ProQuest’s 2015 acquisition of Ex Libris was something new — a major content vendor merging with a major systems vendor, one of the biggest fish from two increasingly small ponds having mutant offspring with really, really big jaws. Until that point Ex Libris had been solely a software company. In being acquired by ProQuest, it was now part of a conglomerate that also sells an awful lot of content. (You will remember that ProQuest began its life as University Microfilms in 1938.) Ex Libris’s customers worried that the systems they were using would no longer be content-neutral, that Ex Libris would eventually feel capitalism’s hand on its neck and begin prioritizing ProQuest content in Primo search results. While there’s no evidence of such a thing at this point, the algorithms running search interface systems such as Primo, Summon, and EBSCO’s Discovery are both complex and inscrutable from the outside, so there’s little chance we’d catch on quickly if it did. And the profit motive makes it inevitable, especially as these ongoing consolidations result in fewer and fewer alternatives available to libraries.

Remember, as well, that the question of content neutrality isn’t solely as issue on the patron-facing side or a question of what the search algorithms in discovery layers do, but is also one of staff-side workflows — and we already know that systems are not content neutral by that metric. Staff who manage electronic resources know it’s harder to work with one company’s content in another’s discovery system than if content & system are from same company. Title lists, updates, metadata match points, statistics… ProQuest (or EBSCO, or whoever) isn’t going to go out of their way to make it easy for you to buy and manage content from them while buying systems from someone else; they want you to buy their systems and will endlessly pitch you on all the additional features you would have or how much less work you’d be doing, if only you would give them all your money and exist solely inside their ecosystem. This is less often spoken about as a problem of monopoly, probably because we library workers are so used to it being business as usual, but it is still a problem, and one that the library world is unprepared to address. We seem to have just wordlessly accepted that this state of things is fine and normal.

Let’s take a moment here to mention that ProQuest paid half a billion dollars for Ex Libris, twice what Golden Gate Capital had paid for it seven years earlier. ProQuest, also owned by private equity, spent that much money because they expect to make all of it back and more, either through ongoing revenue or selling it in turn. And, since their customers are libraries, that’s money that is largely coming out of public and non-profit coffers — and going into the pockets of private equity.

Fast forward from 2015 to 2019. In June of that year Ex Libris/ProQuest bought RapidILL, an interlibrary loan tool that had been developed by the Colorado State University library. RapidILL manages ILL without reference to OCLC’s holdings database; instead relate through membership in “pods” and holdings data is sent directly to Rapid’s — which is to say, Ex Libris’s — servers, where ILL transactions are coordinated. Rapid seems like such a small bit of software, not much at all compared to ProQuest’s purchase of all of Ex Libris or III. Still, sure is a lot of money changing hands. Capitalists sure does seem rather willing to spend a lot of money on the companies that build and maintain our library software.

Jump forward again to May 2021, three months ago. If you thought that ProQuest’s acquisition of Ex Libris was big, woooo, wait until you see the numbers on this one. In May, Clarivate announced they are buying ProQuest. Which means they are also buying Ex Libris, III, and Rapid. Clarivate had about $1.8 billion in revenue in FY21, and Ex Libris had about half that; the purchase will double the size of Clarivate’s academic business (for discussion of these numbers, see Charleston’s recent mini conference from July 28). Clarivate is ponying up about $4 billion cash and $1.3 billion equity for the privilege. But like ProQuest buying Ex Libris, Clarivate expects to make it all back and more; among other things, according to NISO “[t]he transaction is expected to be double-digit accretive to Clarivate earnings in 2022 and mid-teens accretive in 2023.”

What does Clarivate even do?? They don’t sell library cataloging or searching systems, and they don’t milk the academic publishing field for all it’s worth in the traditional way by simply selling journal subscription packages. Clarivate doesn’t even truly have a history of doing those things, like Ex Libris or ProQuest do. To figure this out, we need to back up a little bit through their brief corporate history.

Clarivate began as the Intellectual Property and Science Business division of Thomson Reuters, itself a merger of the previous Thompson Corporation and Reuters Group and a lumbering news media behemoth. This division that would become Clarivate came in with the Thomson side. In 2016 the division was pinched off as its own company, sold to private equity for $3.55 billion, and became Clarivate Analytics. Three years later Clarivate merged with Churchill Capital, whatever it is that they do, and listed on the New York Stock Exchange.

But what do they do? Clarivate’s products include Web of Science, EndNote, Journal Citation Reports, all the Cortellis stuff, some trademark and patent resources…. In short, if you are at an academic library, you probably subscribe to something owned by Clarivate. You’ll note that this list is short on what we usually think of when we think about the non-print stuff that libraries throw money at. There aren’t any Integrated Library Systems or Library Services Platforms (which seems to be what were calling what replaces an ILS now??) on the list. There aren’t any link resolvers, discovery layers, staff-side acquisitions or resource management tools, none of that. Nor are there journal or journal package subscriptions. Even Web of Science, which many in academia find indispensable, is just a really fancy index, with access to the actual text of articles only through a library’s other subscriptions. Instead of any actual content, we’ve got a bunch of tools that will make scientists anxious about their citation metrics, along with a bunch of stuff the business school cares about — all of which makes sense, considering Clarivate’s origins as the Intellectual Property and Science Business division of a capitalist news media conglomerate.

Ok, if you haven’t done so already, here’s the part where we all take out our tinfoil hats.

I’m going to extrapolate from what we’ve been seeing over the last several years, to predict what might happen next. It may feel like I’m making Clarivate/ProQuest/Ex Libris (A ProQuest Company)/III to be a mustache-twirling villain, but….ok, I totally am, and you’re going to have to prove me wrong before I’ll stop.

First of all, let’s quickly remind ourselves what the purpose of a company like Clarivate, ProQuest, Ex Libris or III is.

The purpose of ProQuest has been to make money for the venture capital firms that owned it. Period. The end. Similarly, since Clarivate is a publicly traded company, its purpose (which is now also the purpose of all the companies it has gobbled up) is to make money for shareholders (mostly also those equity people), through dividends, selling of shares, and speculation. The purposes of these companies are not to create library software systems or to provide access to databases and journals. In particular, under the norms of postmodern neoliberal finance, their purposes is to make repetitive, ever-increasing short-term gains for shareholders, regardless of the long-term consequences — and somehow always truly believing that those long-term consequences will never come around. It just so happens that Clarivate/ProQuest/Ex Libris/III makes money by selling library systems and journal subscriptions to us. But library software and journal subscriptions are merely incidental, and is not the reason for their existence nor the principle that guides their decisions. Once we’ve internalized that, everything makes more sense. (If it sounds like I am not taking any of this seriously, it is because I 100% absolutely cannot take any of this horseshit seriously; my gd, how can anyone take hypercapitalism seriously?)

(EBSCO is a privately held company, still owned by the family of its founders, Elton Bryson Stephens Sr. and Alys Robinson Stephens; its purpose is to make money for those people. OCLC is a non-profit, deeply entrenched in the non-profit industrial complex.)

When I started writing this, after the ProQuest/III merger, the biggest concern in libraryland was that of the consolidating marketplace. But Clarivate’s upcoming purchase of ProQuest/Ex Libris/III has begun to make it clear to us that we have an even bigger problem, and one that is holding at knifepoint one of our most dearly held principles, which is outlined in Article VII of the Library Bill of Rights:

All people, regardless of origin, age, background, or views, possess a right to privacy and confidentiality in their library use. Libraries should advocate for, educate about, and protect people’s privacy, safeguarding all library use data, including personally identifiable information.

So now we find ourselves with two big problems, as direct results of the actions of companies such as Clarivate, ProQuest, and Ex Libris — as well as those not directly under discussion here such as EBSCO or Elsevier — and their profit motive.

First, we have the issue of the shrinking market and dwindling options resulting from consolidated ownership, as illustrated by Breeding’s ever-updated chart, which he has finally had to reformat to account for it all. The whole thing can be seen here, with the relevant portions being these:

It’s not a question of “choice” or “competition” per se. Those are capitalist values that don’t even really make sense without the logic of capitalism, so I don’t really care about those. Instead, it’s a question of library self-determination. All cataloging is local, and different libraries even of the same type (eg research universities, public libraries) have different needs. If we are all forcing our patrons to search materials with the same algorithm, we lose the ability to tailor our catalogs to the needs of our local constituents and are unable to best meet their needs. Anyone who has wondered how the heck EBSCO’s Discovery algorithms even work or has wished to undo some didyoumean tables in Primo knows this to be true. So does everyone who’s ever tried to find a book they know the library holds and has ended up giving up after wading through three pages of results for book reviews.

We also have yet to really reckon with the fact that by purchasing and licensing — and we mostly license these days — all of this software year after year that we are collectively moving a whole heaping lot of money from public and non-profit coffers into private pockets, especially the pockets of private equity. And we are largely dong that on terms dictated by those companies, rather than on ours. Less competition will only mean that this accelerates, as we have fewer and fewer options; less competition makes it easy for those companies to charge too much and deliver too little, knowing that they’ve got a captive audience.

I think we need to keep an eye out for for even further consolidation of the market. Through its acquisitions over the last couple years, ProQuest is positioning themselves to compete with OCLC for provision of bibliographic records & ILL functions. I suspect they will eventually leverage the functions of Rapid ILL & III’s SkyRiver to create ILL & copy cataloging tools that will (a) be way more technologically advanced and user-friendly that OCLC’s, and (b) integrate well with their other products such as Alma, while being a pain in the ass to use if the rest of your systems are from another company, which will (c) allow them to carrot & stick a lot of libraries into buying new products from them, and (d) eventually be able to slowly inch up the prices of their softwares once libraries are locked into the ProQuest/Ex Libris ecosystem, while also (e) possibly either buying or putting out of business their competitors.

I did say it was tinfoil hat time. Anyway, the library world has desperately needed someone to do it, since OCLC has long been practically moribund without competition forcing it to get its act together, but I wish very much that it was going to be anyone other than ProQuest/Ex Libris.

The second issue is one of big data, and how that intersects with the aforementioned professional value of patron privacy. When we speak of library values, remember that these are our values. Just because Clarivate/ProQuest/Ex Libris/III sell software to libraries, does not mean that they share our values. (Heck, we hardly share our values. Let’s go into that another time, maybe.) A for-profit software company that sells software to libraries for a lot of money does not value patron privacy in the way we, library workers, value patron privacy. And they definitely do not value it more than they value making a boatload of money however they can, or having that boatload instead be two boatloads next year and three boatloads the year after that.

But these companies that sell software to libraries are starting to run up against the same problem that we library workers have been facing for years — austerity, stagnant or shrinking budgets, and the perpetual refrain to do more with less. A software conglomerate can’t post ever-increasing revenue numbers if libraries are doing more with less! What is a poor little software conglomerate to do?

What Clarivate/ProQuest/Ex Libris is doing is finding new sources of revenue.

Ex Libris has been explicit about their expansion to other areas of the university campus for a few years now. CampusM (I think the “M” stands for “mobile,” which is at least better than the “VE” in “Primo VE” not meaning anything) was acquired by Ex Libris as part of oMbiel in early 2015, and launched as an Ex Libris product for the US market later that year. It’s a mobile app (that also has a regular website or web portal or something?) that is supposed to be a one-stop-shop for providing students and others with all sorts of university information, including, at the moment, COVID information. In the April 2015 press release, CampusM was billed as “present[ing] new opportunities for Ex Libris to extend its business beyond the library in higher education.” At the 2016 & 2017 ELUNA conferences, Ex Libris started to really push the idea that they were looking to expand further into campus. Keynoters waxed poetic about the possibility of having Ex Libris software in the dean, registrar, and provost offices. Wouldn’t that be convenient?? If all the software everywhere on campus could integrate and sync?? Because it was all sold to you by Ex Libris??

Some library workers at those events began to feel like there was a risk of Ex Libris forgetting about them in its rush to capture subscription fees elsewhere on campus, and that development and support of the library software so many of us depend on might be pushed to the side in favor of new products for these markets. In retrospect, this seems a bit inevitable, when looked through the lens of capitalism. As I said above, the point of a company like Ex Libris(/ProQuest/III/Clarivate) is to make money. That is the point of its existence, regardless of whether library software or split pea soup is how it gets there. When libraries, with their austerity budgets, weren’t forking over enough money, it’s obvious that a company like ProQuest was going to look for revenue elsewhere — and do the minimum to keep existing customers paying for what they already pay for, while also making it harder to leave for other (vanishingly fewer) greener pastures. So, software elsewhere in the university creates a new revenue streams, while — since that new software integrates with the library’s software — also making it harder for the library to cancel their current contracts in favor of another company’s systems.

Ok, now we can get to the patron privacy part. I think there are two threats to patron privacy in our current, consolidated library vendor marketplace.

The first is coming from inside the house, enabled by the university-wide software integrations that I just discussed. In a higher ed wraparound software environment such as Ex Libris has been planning for the last several years, and which is surely on its parent companies’ radar now, there is a lot of patron data being generated, linked to other information about those people, and being made accessible to a wide staff audience. In a traditional integrated library system environment (especially holdovers from a time before an always on, high speed internet, such as Ex Libris’s Aleph), there is a relatively high level of data siloing due to the nature of the software. Using Aleph as an example, only data that is necessary for other university functions leaves the ILS — such as billing information that may go to the university-level financial offices. To do so, staff must export, or set up chron jobs to export, the specific information they want to extract, and then send that exported data to the other office.  There is no automatic connection, and the other office does not have access to library information that hasn’t been sent to them.

(And then there is also the fact that Aleph, for example, runs and stores data on local servers on-site at the library or perhaps at the university. “Next gen” ILSs and LSPs are almost all software-as-a-service cloud-hosted software. That is, there is no server room in the library, and all the data is stored in the cloud — and the cloud is just someone else’s computers, which means your and your patrons’ data is stored on someone else’s computer.)

In short, the opportunity and ability for people other than necessary library staff to access patron data is much higher. That goes both for malicious intent, as well as the slow creep of convenience. It is convenient to share and connect data across offices in a university in an always-on, highly automated, or just in a single repository entirely. And that’s a big part of the pitch from a company like Ex Libris (A ProQuest Company): more efficient staff workflows across the university, less mediation of information sharing by actual humans and their judgement, and new connections made between data from multiple sources. Sharing is not always good, which is hard for library workers to consider; private things should not be shared, and patron data is a private thing. Convenience doesn’t change that.

Looking outside the university, the problem only gets bigger. Even with expansion into other parts of the university, companies like Clarivate/ProQuest/Ex Libris/III are still going to continue to seek new people and institutions to sell their products to. And as part of that strategy they will develop new products or expand the reach and complexity of existing products. Profit motive, remember?

With software running in the library and elsewhere at the university, as well as the data created through use of library databases and other electronic resources, Clarivate/ProQuest/Ex Libris/III and companies like them collect an awful lot of data. That amount only increases as they continue to expand into markets outside the library.  No matter how much they swear up and down that data is de-identified or or anonymized or aggregated, that convenience factor means that it will be collected in a way that a person’s info from the library, registrar, and bursar will all be attached and correlated — because there’s no point otherwise. And those attachments don’t disappear once the data is packaged up and sold to third parties.

Ah. There’s the elephant in the room. The profit motive for a company like Clarivate/ProQuest/Ex Libris/III has found another source of income. Our data is very valuable, it turns out. They’ve got it, since we gave it to them, and they sell it. And if any particular “they” doesn’t already sell it, it’s pretty unlikely that they will be able to resist the temptation to make bank (through basically no additional work) forever. Like the academic publishing double-dip of open access fees and subscription fees, library vendors have found another way to double-dip — first they charge us for the software or databases, then they can sell the data we generate through use of those products.

We know that some library vendors already do sell user data. LexisNexis does. Thomson Reuters, which owns WestLaw and which used to own what would become Clarivate, does as well. Among the entities that buy such data sets is ICE. As always, library users living under existing axes of oppression are most harmed by any additional threat. Data sold to ICE, for example, is most threatening to DACA recipients, undocumented immigrants, anyone who isn’t a natural born citizen, people of color regardless of immigration or citizenship status, and their families and communities. Writing about the University of Illinois’ COVID tracking app, Daniel Gonzalez & Alex Sager tell us that

In recent years, the private sector rushed to profit off data collection. And this private collecting has been a crucial site in which DHS and ICE surveil, monitor, track, detain, and deport migrants. ICE is particularly eager to access private databases that do not face the same restrictions as government agencies in data collection.

We also now know that the promise of de-identified data is pie in the sky. Whether it’s dating apps or health information or location data, it’s really not that hard to figure out which people go with what data. For a profession that has long gone to bat for patron data privacy, to the point of ALA stating that the USA PATRIOT Act (remember that?) “endanger[ed] constitutional rights and privacy rights of library users,” this should worry us. If we would not be turning over the circulation data from our old ILS without a warrant — and maybe not even then, if we can help it — we should not be enabling the collection, use, and sale of our patrons’ data by library vendors either.

That’s my biggest problem with the state of our ever-consolidating, profit-hungry library vendor landscape: we are not “safeguarding all library use data, including personally identifiable information.”  The amount of patron data that a company like Clarivate/ProQuest/Ex Libris/III can gather gets bigger and bigger with each acquisition. And it gets bigger again as they reach beyond the library to develop and sell software elsewhere in the university. At this point, Clarivate/ProQuest/Ex LIbris/III could amass a very thorough picture of a library patron from their data and, since we know such data can be re-identified to connect it to actual human beings, should that data be either used internally by the company itself or sold on to other entities (such as ICE or the unsavory companies and individuals that facilitate blackmail and stalking), we will have facilitated an unconscionable violation of our patrons’ privacy and the trust they place in us to guard that privacy.

As Edward Abbey said, “Growth for the sake of growth is the ideology of a cancer cell.” Companies like Thomson Reuters or LexisNexis aren’t going to stop selling patron data by themselves. And we won’t be able to prevent Clarivate/ProQuest/Ex LIbris/III from starting to do the same thing (if they aren’t already) just by giving them stern looks and saying we don’t like it. They are always going to be chasing ever-greater profits, and there’s too much money to be made.

I don’t have good answers. Maybe the best route forward from here is to start considering use and sale of patron data in future contracts with library vendors, the same way we are starting to push back on the big deal subscription packages. Maybe public institutions can leverage their state, local or federal laws somehow. Maybe states with friendlier legislatures can pass some laws, perhaps modeled on Europe’s GDPR at the very minimum. Maybe we burn the internet down and start over. We need to do something, so let’s start figuring this out.

***********

My goodness. In the time since I finished this post & when it was scheduled to appear, the plot has thickened. We just learned that Clarivate’s purchase of ProQuest/Ex Libris/III will be delayed for a Federal Trade Commission request for more information. One can certainly hope that this will actually lead to some regulation on the consolidated library vendor market, and the surveillance that enables, but I wouldn’t hold my breath. I fully expect that the purchase will go through later this year, or early next at the latest, but am willing to be pleasantly surprised. And perhaps I will be; there is some hint in other industries that the current US regime is at least somewhat willing to go there. Fingers crossed.

 

Advertisement

About oneofthelibrarians

Respectable mid-career librarian by day, dirty street librarian by night & other days.

View all posts by oneofthelibrarians →