GTCR‘s Blue Canyon Holdings has announced a new cash offer to the shareholders of Cision. The Offer is made at the same price per share as Blue Canyon Holdings’ previous offer which expired on 22 April 2014. 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.
Blue Canyon Holdings AB (“Blue Canyon Holdings”), controlled by GTCR Investment X AIV Ltd. (“GTCR”), hereby announces a new cash offer (the “Offer”) to the shareholders of Cision AB (publ) (“Cision” or the “Company”). The Offer is made at the same price per share as Blue Canyon Holdings’ previous offer which expired on 22 April 2014 (the “Previous Offer”). The shares in Cision are admitted to trading on NASDAQ OMX Stockholm.
Blue Canyon Holdings offers SEK 61 in cash per share in Cision. The total value of the Offer, based on the 3,878,855 shares in Cision not held by Blue Canyon Holdings, amounts to approximately SEK 237 million.
· The Offer represents a premium of:
- 10 per cent compared to the closing price of SEK 55.25 of the Company’s share on NASDAQ OMX Stockholm on 19 June 2014, the last trading day before the announcement of the Offer;
- 79 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 Previous Offer; and
- 8 per cent compared to the volume-weighted average share price of SEK 56.27 of the Company’s share on NASDAQ OMX Stockholm during the last ten trading days prior to 23 June 2014.
· The acceptance period is expected to commence around 8 July 2014 and end around 5 August 2014. Settlement is expected to begin around 13 August 2014.
Background and reasons for the Offer
Blue Canyon Holdings announced the Previous Offer on 14 February 2014 and the Previous Offer expired on 22 April 2014. At the end of the acceptance period, Blue Canyon Holdings’ total holding of shares in Cision corresponded to 71.9 per cent of the shares and votes in Cision. Blue Canyon Holdings has thereafter acquired additional shares and currently holds shares in Cision corresponding to approximately 74.0 per cent of the shares and votes in Cision.
Blue Canyon Holdings has been approached by a significant number of shareholders wanting to sell their shares at the offer price in the Previous Offer. This Offer is made to enable all remaining shareholders to sell their shares to Blue Canyon Holdings at such price without having to pay commission.
Blue Canyon Holdings offers SEK 61 in cash per share in Cision.
The total value of the Offer, based on the 3,878,855 shares in Cision not held by Blue Canyon Holdings, amounts to approximately SEK 237 million.
No commission will be charged in connection with the Offer.
Blue Canyon Holdings’ shareholding in Cision
Blue Canyon Holdings currently holds 11,030,728 shares in Cision, representing in aggregate approximately 74.0 per cent of the shares and votes in Cision.
Conditions for the Offer
Completion of the Offer is conditional upon:
1. 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; and
2. 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.
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 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 or both of the conditions set out above.
Group relationship and certain related parties
Three members of Cision’s board of directors – Mark Anderson, Ronan Carroll and Peter Lundin – are also members of the board of Blue Canyon Holdings. In accordance with the Takeover Rules issued by NASDAQ OMX Stockholm (the “Takeover Rules”), these board members may not take part in Cision’s dealing with the Offer. Moreover, Blue Canyon Holdings is the parent company of Cision. These circumstances imply that Section III of the Takeover Rules are applicable to the Offer, entailing that the acceptance period shall be at least four weeks and that Cision is obliged to obtain and announce a valuation or a fairness opinion regarding the Offer from an independent expert.
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.
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.
The acceptance period for the Offer is expected to commence around 8 July 2014 and end around 5 August 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 8 August 2014, settlement is expected to begin around 13 August 2014.
Blue Canyon Holdings reserves the right to extend the acceptance period for the Offer, as well as the right to postpone settlement.
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.
The board of directors of Cision has on 21 May 2014 applied for de-listing of the Company’s shares from NASDAQ OMX Stockholm. The last day of trading in the share will be announced by Cision following confirmation of such date by NASDAQ OMX Stockholm. Further, the board of directors of Cision has, after consultation with NASDAQ OMX Stockholm, on 23 June 2014 announced its intention to see to it that the Company’s shares can be listed on another market place following the last day of trading on 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, 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.
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 23 June 2014 at 08:30 (CET).
This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail.
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.
 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.
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