Welcome!

News Feed Item

Cision Ltd. Announces Commencement of Exchange Offer and Consent Solicitation Relating to its Warrants

CHICAGO, April 17, 2018 /PRNewswire/ -- 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.

Cision logo

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
[email protected]
 
Media Contact:
Nick Bell
Vice President, Marketing Communications and Content
[email protected]

Logo - https://mma.prnewswire.com/media/467136/cision_logo.jpg

 

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
"Akvelon is a software development company and we also provide consultancy services to folks who are looking to scale or accelerate their engineering roadmaps," explained Jeremiah Mothersell, Marketing Manager at Akvelon, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
DXWorldEXPO LLC, the producer of the world's most influential technology conferences and trade shows has announced the 22nd International CloudEXPO | DXWorldEXPO "Early Bird Registration" is now open. Register for Full Conference "Gold Pass" ▸ Here (Expo Hall ▸ Here)
More and more brands have jumped on the IoT bandwagon. We have an excess of wearables – activity trackers, smartwatches, smart glasses and sneakers, and more that track seemingly endless datapoints. However, most consumers have no idea what “IoT” means. Creating more wearables that track data shouldn't be the aim of brands; delivering meaningful, tangible relevance to their users should be. We're in a period in which the IoT pendulum is still swinging. Initially, it swung toward "smart for smart...
IoT is rapidly becoming mainstream as more and more investments are made into the platforms and technology. As this movement continues to expand and gain momentum it creates a massive wall of noise that can be difficult to sift through. Unfortunately, this inevitably makes IoT less approachable for people to get started with and can hamper efforts to integrate this key technology into your own portfolio. There are so many connected products already in place today with many hundreds more on the h...
"We were founded in 2003 and the way we were founded was about good backup and good disaster recovery for our clients, and for the last 20 years we've been pretty consistent with that," noted Marc Malafronte, Territory Manager at StorageCraft, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
Here are the Top 20 Twitter Influencers of the month as determined by the Kcore algorithm, in a range of current topics of interest from #IoT to #DeepLearning. To run a real-time search of a given term in our website and see the current top influencers, click on the topic name. Among the top 20 IoT influencers, ThingsEXPO ranked #14 and CloudEXPO ranked #17.
Without lifecycle traceability and visibility across the tool chain, stakeholders from Planning-to-Ops have limited insight and answers to who, what, when, why and how across the DevOps lifecycle. This impacts the ability to deliver high quality software at the needed velocity to drive positive business outcomes. In his general session at @DevOpsSummit at 19th Cloud Expo, Eric Robertson, General Manager at CollabNet, will discuss how customers are able to achieve a level of transparency that e...
"DivvyCloud as a company set out to help customers automate solutions to the most common cloud problems," noted Jeremy Snyder, VP of Business Development at DivvyCloud, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
In his session at 21st Cloud Expo, Michael Burley, a Senior Business Development Executive in IT Services at NetApp, described how NetApp designed a three-year program of work to migrate 25PB of a major telco's enterprise data to a new STaaS platform, and then secured a long-term contract to manage and operate the platform. This significant program blended the best of NetApp’s solutions and services capabilities to enable this telco’s successful adoption of private cloud storage and launching o...
Join IBM November 1 at 21st Cloud Expo at the Santa Clara Convention Center in Santa Clara, CA, and learn how IBM Watson can bring cognitive services and AI to intelligent, unmanned systems. Cognitive analysis impacts today’s systems with unparalleled ability that were previously available only to manned, back-end operations. Thanks to cloud processing, IBM Watson can bring cognitive services and AI to intelligent, unmanned systems. Imagine a robot vacuum that becomes your personal assistant tha...
As data explodes in quantity, importance and from new sources, the need for managing and protecting data residing across physical, virtual, and cloud environments grow with it. Managing data includes protecting it, indexing and classifying it for true, long-term management, compliance and E-Discovery. Commvault can ensure this with a single pane of glass solution – whether in a private cloud, a Service Provider delivered public cloud or a hybrid cloud environment – across the heterogeneous enter...
The Jevons Paradox suggests that when technological advances increase efficiency of a resource, it results in an overall increase in consumption. Writing on the increased use of coal as a result of technological improvements, 19th-century economist William Stanley Jevons found that these improvements led to the development of new ways to utilize coal. In his session at 19th Cloud Expo, Mark Thiele, Chief Strategy Officer for Apcera, compared the Jevons Paradox to modern-day enterprise IT, examin...
Major trends and emerging technologies – from virtual reality and IoT, to Big Data and algorithms – are helping organizations innovate in the digital era. However, to create real business value, IT must think beyond the ‘what’ of digital transformation to the ‘how’ to harness emerging trends, innovation and disruption. Architecture is the key that underpins and ties all these efforts together. In the digital age, it’s important to invest in architecture, extend the enterprise footprint to the cl...
We all know that end users experience the internet primarily with mobile devices. From an app development perspective, we know that successfully responding to the needs of mobile customers depends on rapid DevOps – failing fast, in short, until the right solution evolves in your customers' relationship to your business. Whether you’re decomposing an SOA monolith, or developing a new application cloud natively, it’s not a question of using microservices - not doing so will be a path to eventual ...
DXWorldEXPO LLC announced today that All in Mobile, a mobile app development company from Poland, will exhibit at the 22nd International CloudEXPO | DXWorldEXPO. All In Mobile is a mobile app development company from Poland. Since 2014, they maintain passion for developing mobile applications for enterprises and startups worldwide.