Transaction Provides Immediate Value for Shareholders
Acquisition Expected to Close in Q1 2020
CHICAGO, Oct. 22, 2019 /PRNewswire/ -- Cision Ltd.
(NYSE: CISN), a leading global provider of software and services to
public relations and marketing communications professionals, today
announced that it has entered into a definitive agreement to be
acquired by an affiliate of Platinum Equity in an all cash
transaction valued at approximately $2.74
billion.
Under the terms of the agreement, which has been unanimously
approved by the members of Cision Ltd.'s board of directors, an
affiliate of Platinum Equity will acquire all of the outstanding
ordinary shares of Cision Ltd. for $10.00 per share in cash. The purchase price
represents a 34% premium over Cision Ltd.'s 60-day volume-weighted
average price ended on October 21,
2019.
A special meeting of Cision Ltd.'s shareholders will be held as
soon as practicable following the filing of a definitive proxy
statement with the U.S. Securities and Exchange Commission ("SEC")
and subsequent mailing to its shareholders. Certain
affiliates of GTCR, collectively holding approximately 34% of the
outstanding shares of Cision Ltd., have entered into a voting
agreement committing them to, among other things, vote in favor of
adopting the acquisition agreement. The proposed transaction
is expected to close in the first quarter of 2020 and is subject to
approval by Cision Ltd.'s shareholders, along with the satisfaction
of customary closing conditions and antitrust regulatory approvals,
as necessary. Upon completion of the acquisition, Cision Ltd. will
become wholly owned by an affiliate of Platinum Equity.
Cision Ltd. may solicit alternative acquisition proposals from
third parties during a "go-shop" period from the date of the
agreement until November 12, 2019.
There is no guarantee that this process will result in a superior
proposal, and the agreement provides Platinum Equity with a
customary right to match a superior proposal and termination fee if
a superior proposal is accepted. Cision Ltd. does not intend
to disclose developments with respect to the solicitation process
unless and until the company determines such disclosure is
appropriate.
"This transaction will provide shareholders with immediate and
substantial cash value, while also providing us with a partner that
shares in our commitment to customers and employees and can add
strategic and operational value," said Kevin Akeroyd, Cision's Chief Executive Officer.
"Based on our extensive engagement with Platinum over the past
several months, we are confident that Platinum's support will
enable Cision to execute on its strategy and next phase of
growth."
Commenting on the transaction, Platinum Equity Partner Jacob
Kotzubei said: "Cision has a long history of leadership providing
software and services to public relations and marketing
communications professionals and has developed a growing portfolio
of earned media management offerings for the world's leading
brands. Platinum looks forward to nurturing Cision's core business,
supporting and anticipating the diverse needs of the company's
customers, and driving new opportunities for innovation. As a
private company, Cision will be able to make strategic investments
for sustainable and profitable growth, while remaining agile and
focused on operational excellence. We are excited to partner with
Cision's management team as it embarks on this new chapter."
Cision Ltd. will file its quarterly report on Form 10-Q
reporting its third quarter financial results but does not intend
to host a quarterly earnings call.
Financing & Advisors
Equity financing will be provided by investment funds managed,
advised or sponsored by Platinum Equity. Platinum Equity has
secured committed debt financing for the transaction from Bank of
America Merrill Lynch.
Rothschild & Co is serving as lead financial advisor to
Cision and its Board of Directors. Centerview Partners LLC and
Deutsche Bank Securities Inc. are also acting as financial advisors
to Cision. Kirkland & Ellis LLP is acting as legal counsel to
Cision, and Gibson, Dunn & Crutcher LLP is acting as M&A
legal counsel and Willkie Farr &
Gallagher LLP is acting as financing legal counsel to Platinum
Equity.
For further information regarding the terms and conditions
contained in the definitive merger agreement, please see Cision
Ltd.'s Current Report on Form 8-K, which will be filed in
connection with this transaction.
About Cision
Cision Ltd. (NYSE: CISN) is a leading global provider of earned
media software and services to public relations and marketing
communications professionals. Cision's software allows users to
identify key influencers, craft and distribute strategic content,
and measure meaningful impact. Cision has over 4,800 employees with
offices in 22 countries throughout the Americas, EMEA, and APAC.
For more information about its award-winning products and services,
including the Cision Communications Cloud®, visit www.cision.com
and follow Cision on Twitter @Cision.
About Platinum Equity
Founded in 1995 by Tom Gores,
Platinum Equity is a global investment firm with more than
$19 billion of assets under
management and a portfolio of approximately 40 operating companies
that serve customers around the world. Platinum Equity specializes
in mergers, acquisitions and operations – a trademarked strategy it
calls M&A&O® – acquiring and operating companies in a broad
range of business markets, including manufacturing, distribution,
transportation and logistics, equipment rental, metals services,
media and entertainment, technology, telecommunications and other
industries. Over the past 25 years Platinum Equity has completed
more than 250 acquisitions.
Forward-Looking Statements
Certain statements in this press release are forward-looking
statements, including, without limitation, the statements made
concerning the proposed transaction, and are made pursuant to the
safe-harbor provisions of the Private Securities Litigation Reform
Act of 1995. In some cases, you can identify forward-looking
statements by the following words: "may," "will," "could," "would,"
"should," "expect," "intend," "plan," "anticipate," "believe,"
"estimate," "predict," "project," "aim," "potential," "continue,"
"ongoing," "goal," "can," "seek," "target" or the negative of these
terms or other similar expressions, although not all
forward-looking statements contain these words. You should read any
such forward-looking statements carefully, as they involve a number
of risks, uncertainties and assumptions that may cause actual
results to differ significantly from those projected or
contemplated in any such forward-looking statement. Those risks,
uncertainties and assumptions include: (i) the risk that the
proposed transaction may not be completed in a timely manner or at
all, which may adversely affect the Company's business and the
price of the Company's ordinary shares; (ii) the failure to
satisfy any of the conditions to the consummation of the proposed
transaction, including the authorization of the merger agreement by
the Company's shareholders and the receipt of certain regulatory
approvals; (iii) the occurrence of any event, change or other
circumstance or condition that could give rise to the termination
of the merger agreement; (iv) the effect of the announcement
or pendency of the proposed transaction on the Company's business
relationships, operating results and business generally;
(v) risks that the proposed transaction disrupts current plans
and operations and the potential difficulties in employee retention
as a result of the proposed transaction; (vi) risks related to
diverting management's attention from the Company's ongoing
business operations; (vii) the outcome of any legal
proceedings that may be instituted against the Company related to
the merger agreement or the proposed transaction,
(viii) unexpected costs, charges or expenses resulting from
the proposed transaction; (ix) uncertainties as to Platinum
Equity's ability to obtain financing in order to consummate
the merger; and (x) other risks described in the Company's
filings with the SEC, such as its Annual Report on Form 10-K for
the year ended December 31,
2018. Forward-looking statements speak only as of the
date of this communication or the date of any document incorporated
by reference in this document. Except as required by applicable law
or regulation, the Company does not assume any obligation to update
any such forward-looking statements whether as the result of new
developments or otherwise.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company will
file with the Securities and Exchange Commission (the "SEC") and
furnish to the Company's shareholders a proxy statement. BEFORE
MAKING ANY VOTING DECISION, THE COMPANY'S SHAREHOLDERS ARE URGED TO
READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE
AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH
THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY
STATEMENT (IF ANY) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED
TRANSACTION. Investors and shareholders may obtain a free copy of
documents filed by the Company with the SEC at the SEC's website at
http://www.sec.gov. In addition, investors and shareholders may
obtain a free copy of the Company's filings with the SEC from the
Company's website at http://investors.cision.com or by directing a
written request to: Cision Ltd., Attn: Secretary, 130 E. Randolph
St., 7th Floor, Chicago, IL
60601.
Participants in the Solicitation
The Company and certain of its directors, executive officers,
and certain other members of management and employees of the
Company may be deemed to be participants in the solicitation of
proxies from shareholders of the Company in favor of the proposed
merger. Information about directors and executive officers of the
Company is set forth in the proxy statement for Cision's 2019
annual general meeting of shareholders, as filed with the SEC on
Schedule 14A on August 9, 2019.
Additional information regarding the interests of these individuals
and other persons who may be deemed to be participants in the
solicitation will be included in the proxy statement with respect
to the merger that the Company will file with the SEC and furnish
to the Company's shareholders.
Contacts:
Cision Ltd.:
Investor Contact:
Jack Pearlstein
Chief Financial Officer
Jack.Pearlstein@cision.com
Media Contact:
Jenn Deering Davis
VP, Communications
Jenn.Deering.Davis@cision.com
Platinum Equity:
Dan Whelan
Principal, Platinum Equity
dwhelan@platinumequity.com
Logo -
https://mma.prnewswire.com/media/467136/cision_logo.jpg