CHICAGO, April 17, 2018 /CNW/ -- Cision (NYSE: CISN)
today announced that it has commenced an Exchange Offer and Consent
Solicitation relating to certain of its outstanding warrants. The
purpose of the Exchange Offer and Consent Solicitation is to
attempt to simplify Cision's corporate structure and reduce the
potential dilutive impact of the warrants, thereby providing Cision
with more flexibility for financing its operations in the
future.
The Exchange Offer and Consent Solicitation are being made
pursuant to a Prospectus/Offer to Exchange dated April 17,
2018, and Schedule TO, dated April 17,
2018, each of which are filed with the SEC and more fully
set forth the terms and conditions of the Exchange Offer and
Consent Solicitation. Until 11:59 p.m.,
Eastern Daylight Time, on May 15,
2018, or such later time and date to which Cision may
extend, Cision is offering to holders of its warrants the
opportunity to receive 0.26 of its ordinary shares in exchange for
each of the outstanding warrants tendered by the holder and
exchanged pursuant to the Exchange Offer. The Exchange Offer and
Consent Solicitation are being made to:
- All holders of Cision's publicly traded warrants ("public
warrants") to purchase ordinary shares that were issued in
connection with the initial public offering (the "IPO") of Capitol
Acquisition Corp. III ("Capitol"), which were automatically
converted into warrants to purchase ordinary shares of Cision upon
closing of the merger of Cision and Capitol on June 29, 2017 (the "merger"). Each public warrant
entitles the holder to purchase one ordinary share for a purchase
price of $11.50, subject to
adjustments. Cision's ordinary shares and public warrants are
listed on the NYSE under the symbols "CISN" and "CISN.WS,"
respectively. As of April 13, 2018,
16,250,000 public warrants were outstanding. Pursuant to the
Exchange Offer, Cision is offering up to an aggregate of 4,225,000
of its ordinary shares in exchange for the public warrants.
- All holders of certain of Cision's warrants to purchase
ordinary shares that were privately issued to certain sponsors of
Capitol (the "Capitol Sponsors") in connection with the IPO or to
Canyon Holdings (Cayman), L.P. ("Cision Owner") in connection with
the closing of the merger (the "private warrants"). The private
warrants entitle the holders to purchase one ordinary share for a
purchase price of $11.50, subject to
adjustments. The terms of the private warrants are identical to the
public warrants, except that the private warrants are exercisable
on a cashless basis and are not redeemable by Cision, in each case
so long as they are still held by the initial holders or their
affiliates. The public warrants and private warrants are referred
to collectively as the "warrants." As of April 13, 2018, 8,250,000 private warrants were
outstanding. Pursuant to the Exchange Offer, Cision is offering up
to an aggregate of 2,145,000 of its ordinary shares in exchange for
the private warrants.
Concurrently with the Exchange Offer, Cision is also soliciting
consents from holders of the warrants to amend (the "Warrant
Amendment") the warrant agreement, which governs all of the
warrants, to permit Cision to require that each outstanding warrant
be converted into 0.234 ordinary shares, which is a ratio 10% less
than the ratio applicable to the Exchange Offer.
The Capitol Sponsors and Cision Owner have advised that they
intend to tender all of the private warrants held by them in the
Exchange Offer.
The Exchange Offer and Consent Solicitation will be open until
11:59 p.m., Eastern Daylight Time, on
May 15, 2018, or such later time and
date to which Cision may extend, as described in the Schedule TO
and Prospectus/Offer to Exchange (the "Expiration Date"). Tendered
warrants may be withdrawn by holders at any time prior to the
Expiration Date. Cision's obligation to complete the Exchange Offer
and Consent Solicitation is not conditioned on the tender of a
minimum amount of warrants.
Cision has engaged Citigroup Global Markets Inc. as the Dealer
Manager for the Exchange Offer and Consent Solicitation. Any
questions or requests for assistance concerning the Exchange Offer
and Consent Solicitation may be directed to Citigroup Global
Markets Inc. at (800) 558-3754 (toll-free). D.F. King & Co.,
Inc. has been appointed as the Information Agent for the Exchange
Offer and Consent Solicitation, and Continental Stock Transfer
& Trust Company has been appointed as the Exchange Agent.
Important Additional Information Has Been Filed with the
SEC
Copies of the Schedule TO and Prospectus/Offer to Exchange will
be available free of charge at the website of the SEC at
www.sec.gov. Requests for documents may also be directed to
Citigroup Global Markets Inc. at (800) 558-3754 (toll-free).
A registration statement on Form S-4 relating to the
securities to be issued in the Exchange Offer has been filed with
the Securities and Exchange Commission but has not yet become
effective. Such securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective.
This announcement is for informational purposes only and shall
not constitute an offer to purchase or a solicitation of an offer
to sell the warrants or an offer to sell or a solicitation of an
offer to buy any ordinary shares in any state in which such offer,
solicitation or sale would be unlawful before registration or
qualification under the laws of any such state. The Exchange Offer
and Consent Solicitation are being made only through the Schedule
TO and Prospectus/Offer to Exchange, and the complete terms and
conditions of the Exchange Offer and Consent Solicitation are set
forth in the Schedule TO and Prospectus/Offer to Exchange.
Holders of the warrants are urged to read the Schedule TO and
Prospectus/Offer to Exchange carefully before making any decision
with respect to the Exchange Offer and Consent Solicitation because
they contain important information, including the various terms of,
and conditions to, the Exchange Offer and Consent Solicitation.
None of Cision, or any of its management or its board of directors,
or the Information Agent, the Exchange Agent or the Dealer Manager
makes any recommendation as to whether or not holders of warrants
should tender warrants for exchange in the Exchange Offer or
consent to the Warrant Amendment in the Consent Solicitation.
Forward looking statements
This press release contains "forward-looking statements," as
defined by federal securities laws, including statements regarding
the expected timing of the Exchange Offer and Consent Solicitation.
Forward-looking statements reflect Cision's current expectations
and projections about future events at the time, and thus involve
uncertainty and risk. The words "believe," "expect," "anticipate,"
"will," "could," "would," "should," "may," "plan," "estimate,"
"intend," "predict," "potential," "continue," and the negatives of
these words and other similar expressions generally identify
forward looking statements. Such forward-looking statements are
subject to various risks and uncertainties, including those
described under the section entitled "Risk Factors" in Cision's
Registration Statement on Form S-4, filed April 17, 2018, as such factors may be updated
from time to time in Cision's periodic filings with the SEC, which
are accessible on the SEC's website at www.sec.gov. Accordingly,
there are or will be important factors that could cause actual
outcomes or results to differ materially from those indicated in
these statements. These factors should not be construed as
exhaustive and should be read in conjunction with the other
cautionary statements that are included in this release and in
Cision's filings with the SEC. While forward-looking statements
reflect Cision's good faith beliefs, they are not guarantees of
future performance. Cision disclaims any obligation to publicly
update or revise any forward-looking statement to reflect changes
in underlying assumptions or factors, new information, data or
methods, future events or other changes after the date of this
press release, except as required by applicable law. You should not
place undue reliance on any forward-looking statements, which are
based only on information currently available to Cision (or to
third parties making the forward-looking statements).
Investor Contact:
Jack Pearlstein
Chief Financial Officer
Jack.Pearlstein@cision.com
Media Contact:
Nick Bell
Vice President, Marketing Communications and
Content
CisionPR@cision.com
View original content with
multimedia:http://www.prnewswire.com/news-releases/cision-ltd-announces-commencement-of-exchange-offer-and-consent-solicitation-relating-to-its-warrants-300631208.html
SOURCE Cision