This Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by Cision Ltd. (“Cision,” the “Company,” “us” or “we”), an exempted company incorporated in the Cayman Islands with limited liability. This Schedule TO relates to an offer by the Company to each of its warrant holders described below to receive 0.26 ordinary shares, par value of $0.0001 per share (“Ordinary Shares”), of the Company in exchange for every outstanding Warrant (as defined below) of the Company tendered by the holder and exchanged pursuant to the offer (the “Offer”). The Offer is made upon and subject to the terms and conditions set forth in the Prospectus/Offer to Exchange, dated April 17, 2018 (the “Prospectus/Offer to Exchange”), a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal and Consent, a copy of which is attached hereto as Exhibit (a)(1)(B).
Concurrently with the Offer, we are also soliciting consents from holders of the Warrants to amend (the “Warrant Amendment”) the Amended and Restated Warrant Agreement, dated as of October 17, 2017, by and between the Company and Continental Stock Transfer & Trust Company (the “Warrant Agreement”), which governs all of the Warrants, to permit the Company 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 Offer. Pursuant to the terms of the Warrant Agreement, the consent of holders of at least a majority of the outstanding Warrants is required to approve the Warrant Amendment, with the Public Warrant holders and Private Warrant holders voting together. Therefore, one of the conditions to the adoption of the Warrant Amendment is the receipt of the consent of holders of at least a majority of the outstanding Warrants.
The information in the Prospectus/Offer to Exchange and in the related Letter of Transmittal and Consent, including all schedules and exhibits thereto, is incorporated by reference herein to answer the items required in this Schedule TO.
Item 1. Summary Term Sheet.
The information set forth in the section of the Prospectus/Offer to Exchange entitled “
Summary
” is incorporated herein by reference.
Item 2. Subject Company Information.
(a)
Name and Address.
The name of the issuer is Cision Ltd. The Company’s principal executive offices are located at 130 E. Randolph Street, 7th floor, Chicago, IL 60601, and its telephone number at such offices is (312) 922-2400.
(b)
Securities.
The subject securities include:
(i)
the Company’s publicly traded warrants to purchase Ordinary Shares that were issued in connection with the Company’s business combination contemplated by that certain merger agreement dated as of March 19, 2017, by and among Cision, Capitol Acquisition Corp. III, Canyon Holdings S.à r.l. (“Predecessor”), Canyon Holdings (Cayman), L.P. and Capitol Acquisition Merger Sub., Inc., which was consummated on June 29, 2017 (the “Business Combination”), which entitle such warrant holders to purchase one Ordinary Share for a purchase price of $11.50, subject to adjustments, referred to as the “Public Warrants,” and
(ii)
certain of the Company’s warrants to purchase Ordinary Shares that were privately issued as consideration in connection with the consummation of the Business Combination based on an exemption from registration under the Securities Act of 1933, as amended, which entitle the holders to purchase one Ordinary Share for a purchase price of $11.50, subject to adjustments, referred to as the “Private Warrants.” The terms of the Private Warrants are identical to the Public Warrants, except that such Private Warrants are exercisable on a cashless basis and are not redeemable by us, 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, there were an aggregate of 16,250,000 Public Warrants and 8,250,000 Private Warrants outstanding.
(c)
Trading Market and Price.
The information set forth in the section of the Prospectus/Offer to Exchange entitled “
The Offer and Consent Solicitation — Market Price, Dividends and Related Shareholder Matters
” is incorporated herein by reference.