STOCKHOLM--(BUSINESS WIRE)--Regulatory News:
This press release may not be published or distributed, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. The Offer is not being made to, nor will any tender of shares be accepted from or on behalf of, holders in such jurisdictions or elsewhere where their participation requires further documentation, filings or other measures in addition to those required by Swedish law. Shareholders in the United States should refer to the section titled “Special notice to shareholders in the United States” at the end of this announcement.
Blue Canyon Holdings AB (“Blue Canyon Holdings”), controlled by GTCR Investment X AIV Ltd. (“GTCR”), hereby announces a recommended cash offer (the “Offer”) to the shareholders of Cision AB (publ) (“Cision” or the “Company”). The shares in Cision are admitted to trading on NASDAQ OMX Stockholm.
- Blue Canyon Holdings offers SEK 52 in cash per share in Cision.[1] The total offer value for all shares in Cision amounts to approximately SEK 775 million.[2]
- The Offer represents a premium of:
- 53 per cent compared to the closing price of SEK 34.0 of the Company’s share on NASDAQ OMX Stockholm on 13 February 2014, the last trading day before the announcement of the Offer;
- 54 per cent compared to the volume-weighted average share price of SEK 33.8 of the Company’s share on NASDAQ OMX Stockholm during the last three months prior to 14 February 2014; and
- 51 per cent compared to the volume-weighted average share price of SEK 34.4 of the Company’s share on NASDAQ OMX Stockholm during the last six months prior to 14 February 2014.
- The Board of Directors of Cision unanimously recommends the Company’s shareholders to accept the Offer.
- Fairford Holdings Finance AB, Cyril Acquisition AB, Lannebo Fonder and Accendo Capital SICAV-SIF, representing in aggregate 43.3 per cent of the shares and votes in Cision, have undertaken to accept the Offer.
- The acceptance period is expected to commence around 28 February 2014 and end around 28 March 2014. Settlement is expected to begin around 7 April 2014.
“We are excited to announce the Offer,” says Mark Anderson, GTCR LLC Managing Director and Blue Canyon Holdings Board Member. “As the role of public relations evolves, we expect that technology will become a more critical component of PR workflow. We look forward to partnering with Cision’s management team to help grow the business and extend the Company's leadership position by investing in innovative new product development.”
“Cision’s board decided to recommend the bid of GTCR and considers GTCR a suitable owner committed to growing Cision’s business and investing in enhanced product innovation,” says Hans-Erik Andersson, chairman of the board of Cision.
Background and reasons for the Offer
Cision is a leading provider of cloud-based PR software, services and tools for the media, marketing and public relations industries. Marketing and PR professionals use Cision’s products to help manage all aspects of their business – from identifying key media and influencers to connecting with target audiences; monitoring traditional and social media; and analyzing outcomes. Journalists, bloggers and other influencers use Cision’s tools to research story ideas, track trends and maintain their professional profiles.
GTCR places great confidence in Cision’s management team, who it expects will continue to play an instrumental role in developing and executing the growth plans for the Company. GTCR supports management’s ongoing "digital first" strategy, increased focus on key growth areas, and further divestment and restructuring of certain assets and lines of business, which may, over time, impact the terms and places of employment for some of the Company’s employees. GTCR believes this approach, together with the firm’s considerable resources, will further strengthen Cision’s leadership position in the industry.
As a leading private equity firm, GTCR LLC pioneered the “Leaders Strategy”TM – finding and partnering with management leaders in core domains to identify, acquire and build market-leading companies through transformational acquisitions and organic growth. GTCR LLC’s resourceful, results-driven team will help support Cision’s management and provide strategies to drive Cision’s transformation, including transaction execution expertise, financing expertise and critical strategies and insights gained from years of experience in the Information Services & Technology Industry. GTCR LLC believes this competence will help create a successful business for the Company in the long term.
The Offer
Blue Canyon Holdings offers SEK 52 in cash per share in Cision.[3]
The Offer represents a premium of:
- 53 per cent compared to the closing price of SEK 34.0 of the Company’s share on NASDAQ OMX Stockholm on 13 February 2014, the last trading day before the announcement of the Offer;
- 54 per cent compared to the volume-weighted average share price of SEK 33.8 of the Company’s share on NASDAQ OMX Stockholm during the last three months prior to 14 February 2014; and
- 51 per cent compared to the volume-weighted average share price of SEK 34.4 of the Company’s share on NASDAQ OMX Stockholm during the last six months prior to 14 February 2014.
The total offer value for all shares in Cision amounts to approximately SEK 775 million.[4]
No commission will be charged in connection with the Offer.
Recommendation from the Board of Directors of Cision
The Board of Directors of Cision unanimously recommends the Company’s shareholders to accept the Offer. Please see the separate press release from the Board of Directors of Cision.
Support from shareholders in Cision
Fairford Holdings Finance AB, Cyril Acquisition AB, Lannebo Fonder and Accendo Capital SICAV-SIF, representing in aggregate 43.3 per cent of the shares and votes in Cision, have undertaken to accept the Offer.
The undertakings will lapse in the event that a third party, prior to the Offer being declared unconditional, makes an offer for all shares in Cision which corresponds to an offer value exceeding the price in the Offer by 5 per cent per share, provided that Blue Canyon Holdings does not match the competing offer within 5 business days of its announcement.
Blue Canyon Holdings’ and GTCR’s shareholding in Cision
Neither Blue Canyon Holdings, nor GTCR currently holds or controls any shares in Cision. Neither Blue Canyon Holdings, nor GTCR has acquired any shares in Cision during the last six months prior to the announcement of the Offer.
Conditions for the Offer
Completion of the Offer is conditional upon:
1. the Offer being accepted to such an extent that Blue Canyon Holdings becomes the owner of shares representing more than 90 per cent of the outstanding shares in Cision on a fully diluted basis;
2. no other party announcing an offer to acquire shares in Cision on terms that are more favorable to the shareholders of Cision than the Offer;
3. all regulatory, governmental or similar clearances, approvals and decisions necessary to complete the Offer, including approvals and clearances from competition authorities, being obtained, in each case on terms which, in Blue Canyon Holdings’ opinion, are acceptable;
4. neither the Offer nor the acquisition of Cision being rendered partially or wholly impossible or significantly impeded as a result of legislation or other regulation, any decision of court or public authority, or any similar circumstance, which is actual or can reasonably be anticipated, and which Blue Canyon Holdings could not reasonably have foreseen at the time of announcement of the Offer;
5. no circumstances, which Blue Canyon Holdings did not have knowledge of at the time of announcement of the Offer, having occurred that have or can be expected to have a material adverse effect upon the Company’s sales, results, liquidity, equity or assets;
6. no information made public by Cision or disclosed by Cision to Blue Canyon Holdings being inaccurate, incomplete or misleading in any material respects, and Cision having made public all information which should have been made public; and
7. Cision not taking any measures that are liable to impair the prerequisites for making or implementing the Offer.
Blue Canyon Holdings reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions is not satisfied or cannot be satisfied. However, with regard to conditions 2-7, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to Blue Canyon Holdings’ acquisition of Cision.
Blue Canyon Holdings reserves the right to waive, in whole or in part, one, several or all of the conditions set out above, including, with respect to condition 1, to complete the Offer at a lower level of acceptance.
Financing
Blue Canyon Holdings has received a binding commitment from GTCR Fund X/A AIV LP to fund the total Offer value, in the form of equity or debt, to Blue Canyon Holdings. This commitment is in the form of a binding commitment letter.
Due diligence
Blue Canyon Holdings has, in connection with the preparations for the Offer, conducted a limited confirmatory due diligence review of Cision. Cision has confirmed that no information which has not previously been published and which can reasonably be expected to affect the price of the Company’s securities has been disclosed to Blue Canyon Holdings during the course of the due diligence process.
Agreement with Cision
Blue Canyon Holdings has entered into a transaction agreement with Cision regarding the Offer, which will be disclosed in its entirety in the offer document.
Blue Canyon Holdings and GTCR in brief
Blue Canyon Holdings is a Swedish limited liability company registered under number 556959-3006. Blue Canyon Holdings is indirectly controlled by GTCR and has its registered seat in Stockholm, with the principal office at c/o GTCR, 300 N. LaSalle St., Suite 5600, Chicago, Illinois, 60654 USA. Blue Canyon Holdings has been established for the sole purpose of acquiring the shares in Cision and acting as parent company of Cision. Blue Canyon Holdings has never conducted, and at present does not conduct, any business.
Founded in 1980, GTCR LLC is a leading US-based private equity firm focused on investing in growth companies in the Financial Services & Technology, Healthcare, and Information Services & Technology Industries. The Chicago-based firm pioneered the “Leaders Strategy”TM – finding and partnering with management leaders in core domains to identify, acquire and build market-leading companies through transformational acquisitions and organic growth. Since its inception, GTCR LLC has invested more than USD 10 billion in over 200 companies.
Indicative timetable
The acceptance period for the Offer is expected to commence around 28 February 2014 and end around 28 March 2014. An offer document regarding the Offer is expected to be made public shortly before the commencement of the acceptance period. Assuming that the Offer is declared unconditional no later than around 2 April 2014, settlement is expected to begin around 7 April 2014.
Blue Canyon Holdings reserves the right to extend the acceptance period for the Offer, as well as the right to postpone settlement.
The acquisition of Cision requires clearance from the relevant competition authorities. While necessary approvals are expected to be received prior to the end of the acceptance period set forth above, there can be no assurance regarding the timing or receipt of the approvals.
Redemption and de-listing
In the event that Blue Canyon Holdings, whether in connection with the Offer or otherwise, becomes the owner of shares representing more than 90 per cent of the outstanding shares in Cision, Blue Canyon Holdings intends to commence a compulsory acquisition procedure under the Swedish Companies Act to acquire all remaining shares in Cision. In connection therewith, Blue Canyon Holdings intends to promote a de-listing of the Company’s shares from NASDAQ OMX Stockholm.
Applicable law and disputes
The Offer shall be governed by and construed in accordance with the laws of Sweden. The Takeover Rules issued by NASDAQ OMX Stockholm, and the Swedish Securities Council rulings regarding the interpretation and application of the Takeover Rules, apply in relation to the Offer. In accordance with the Swedish Takeover Act, Blue Canyon Holdings has undertaken towards NASDAQ OMX Stockholm to comply with the Takeover Rules and to submit to any sanctions imposed by NASDAQ OMX Stockholm upon breach of the Takeover Rules. The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Offer and the City Court of Stockholm shall be the court of first instance.
Advisers
GTCR has retained Deutsche Bank as financial adviser and Vinge (as to Swedish law) and Latham & Watkins LLP (as to US law) as legal advisers.
For further information, see www.bluecanyon.se.
This press release was submitted for publication on 14 February 2014 at 08:30 (CET).
Important notice
This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail.
Offer restrictions
The Offer is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law. This press release and any documentation relating to the Offer are not being published in or distributed to or into and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country. Any such action will not be permitted or sanctioned by Blue Canyon Holdings. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national security exchange, of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Accordingly, this press release and any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.
Blue Canyon Holdings will not deliver any consideration under the Offer into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Blue Canyon Holdings and Cision. Any such forward-looking statements speak only as of the date on which they are made and Blue Canyon Holdings has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.
Special notice to shareholders in the United States
The Offer described in this announcement is subject to the laws of Sweden. It is important for US securities holders to be aware that this document is subject to disclosure and takeover laws and regulations in Sweden that are different from those in the United States. As applicable, Blue Canyon Holdings will comply with Regulation 14E under the US Securities Exchange Act of 1934, as amended (“Exchange Act”) in connection with the Offer. The Offer is being treated in the United States as one to which the “Tier II” exemption mentioned in Rule 14d-1(d) under the Exchange Act is applicable.
Pursuant to an exemption from Rule 14e-5 under the Exchange Act, Blue Canyon Holdings and certain of its Representatives may, from time to time, purchase or make arrangements to purchase shares outside the Offer from the time the Offer was announced until the expiration of the acceptance period of the Offer, including purchases in the open market at prevailing prices or in private transactions at negotiated prices, in each case, outside of the United States and to the extent permitted under the applicable Swedish laws and regulations. Any such purchases will not be made at prices higher than the price of the Offer provided in this announcement unless the price of the Offer is increased accordingly. Any future purchases will be made in accordance with applicable laws, rules and regulations. Any such purchases of shares will be disclosed to the extent required by Swedish law or rules or regulations and, if so disclosed, will also be disclosed in the US.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THIS OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT OR DETERMINED WHETHER THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.
[1] Based on 14,909,583 outstanding shares. In the event that Cision should pay any dividend or make any other value transfer prior to the settlement of the Offer, the price per share in the Offer will be reduced correspondingly.
[2] Based on 14,909,583 outstanding shares.
[3] Based on 14,909,583 outstanding shares. In the event that Cision should pay any dividend or make any other value transfer prior to the settlement of the Offer, the price per share in the Offer will be reduced correspondingly.
[4] Based on 14,909,583 outstanding shares.
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