Statement by the Board of Directors of Cision AB (publ) in Relation to Blue Canyon Holdings’ Public Takeover Offer
STOCKHOLM--(BUSINESS WIRE)--Regulatory News:
This statement is made by the Board of Directors of Cision AB (publ) (“Cision” or the “Company”) pursuant to section II.19 of the rules concerning takeover bids on the stock market adopted by NASDAQ OMX Stockholm (the “Takeover Rules”).
Blue Canyon Holdings AB (“Blue Canyon Holdings”), a company indirectly controlled by GTCR Investment X AIV Ltd. has today, through a press release, announced a public offer to the shareholders of Cision to transfer all of their shares in the Company to Blue Canyon Holdings for a consideration of SEK 52 in cash per share in Cision (the “Offer”).
The total value of the Offer is approximately SEK 775 million. The Offer represents a premium of:
- approximately 54 percent compared to Cision’s volume-weighted average share price on NASDAQ OMX Stockholm during the last three months up to and including 13 February 2014, of approximately SEK 33.8, and
- approximately 53 percent compared to Cision’s closing share price of SEK 34.0 on NASDAQ OMX Stockholm on 13 February 2014 (being the last day of trading prior to announcement of the Offer)
The acceptance period for the Offer is expected to run from and including 28 February 2014 to and including 28 March 2014. The Offer is inter alia conditional upon Blue Canyon Holdings becoming the owner of more than 90 percent of the total number of shares in Cision on a fully diluted basis and receipt of necessary regulatory approvals.
The Board of Directors of Cision (the “Board”) has allowed Blue Canyon Holdings to conduct a limited confirmatory due diligence investigation prior to the announcement of the Offer. Blue Canyon Holdings has not received any non-public price-sensitive information through such due diligence investigation.
According to the press release issued by Blue Canyon Holdings on 14 February, 2014, four significant shareholders in Cision, Fairford Holdings Finance AB, Cyril Acquisition AB, Lannebo Fonder and Accendo Capital SICAV-SIF, who together hold approximately 43.3 percent of the shares in Cision, have entered into irrevocable undertakings with Blue Canyon Holdings to accept the Offer, provided that no competing offer is announced at a price which is at least five (5) percent higher than the Offer and that Blue Canyon Holdings does not match the competing offer within five (5) business days of its announcement.
The Company has entered into a transaction agreement with Blue Canyon Holdings regarding the Offer, which will be disclosed in its entirety in Blue Canyon Holdings’ offer document.
The Board of Directors’ Recommendation
The Board’s opinion of the Offer is based on a joint assessment of a number of factors that the Board has considered relevant in relation to the evaluation of the Offer. These factors include, but are not limited to, the Company’s present position, the expected future development of the Company and thereto related possibilities and risks.
The Board, supported by the major shareholders and with the assistance of the investment bank Lazard, ran a sales process for the whole of the Company that ended less than a year ago in which a number of potential industrial and financial buyers, who had historically shown interest for acquiring the Company, were contacted. Following receipt of indications of interest, including price, a limited number of potential buyers were allowed to perform a confirmatory due diligence, under a confidentiality agreement, and meet the Company’s management. This process did not materialize into a public offer.
The Offer made by Blue Canyon Holdings shall be considered in relation to the above mentioned history and currently existing alternatives. The Board concludes that the Offer price entails a substantial premium of approximately 54 percent compared to Cision’s volume-weighted average share price on NASDAQ OMX Stockholm during the last three months and a premium of approximately 53 percent compared to the closing price per share on NASDAQ OMX Stockholm on 13 February 2014.
In its evaluation of the Offer, the Board also takes into account that shareholders representing 43.3 percent of the shares have expressed their support for the Offer by signing irrevocable undertakings with Blue Canyon Holdings to accept the Offer, provided that no competing offer is announced at a price which is at least five (5) percent higher than the Offer and that Blue Canyon Holdings does not match the competing offer within five (5) business days of its announcement.
Under the Takeover Rules, the Board of Directors shall also, based on what Blue Canyon Holdings has expressed in its announcement of the Offer, present its views on the impact the completion of the Offer may have on Cision, especially employment, and its views on Blue Canyon Holdings strategic plans for Cision and the impact these could be expected to have on employment and on Cision’s business locations. The information that Blue Canyon Holdings has provided in this respect in connection with announcement of the Offer is not sufficient for the Board to be able to present its view on any material impact the completion of the Offer may have on Cision, especially employment, and on Cision’s business locations. However, given the fact that Blue Canyon Holdings and its owner is a financial investor, currently without any other holdings within Cision’s scope of business, it is not likely that the completion of the Offer itself will have any significant impact on employment in Cision.
Based on the above, the Board of Directors unanimously recommends Cision’s shareholders to accept Blue Canyon Holdings’ Offer of SEK 52 per share in the Company.
As part of the Board’s evaluation of the Offer, the Board has engaged Lazard as financial advisors and Nord & Co as legal advisors.
This statement shall in all aspects be governed by and interpreted in accordance with Swedish law. Any disputes relating to or arising in connection with this statement shall be settled exclusively by Swedish courts.
|Cision AB (publ)|
|P.O. Box 24194|
|SE-104 51 Stockholm, Sweden|
|Corp Identity No. SE556027951401|
|Telephone: 46 (0)8 507 410 00|
The information provided herein is such that Cision AB (publ) is obligated to disclose pursuant to the Swedish Securities Markets Act (SFS 2007:528) and/or the Swedish Financial Instruments Trading Act (SFS 1991:980). The information was submitted for publication at 08:35 AM CET on February 14, 2014.
Cision is a leading provider of cloud-based PR software, services and tools for the marketing and public relations industry. Marketing and PR professionals use our products to help manage all aspects of their brands – from identifying key media and influencers to connecting with 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 public profiles. Cision is present in Europe, North America and Asia, is quoted on the Nordic Exchange with revenue of approx. SEK 0.9 billion in 2013. For more information, visit www.cision.com.
 Based on 14,909,583 outstanding shares
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