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Revised timetable for Meltwater's cash offer of SEK 63 to the shareholders in Cision
This press release may not be published or distributed, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.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.
Press release
22 April 2014
Revised timetable for Meltwater's cash offer of SEK 63 to the shareholders in Cision
On 3 April 2014 Meltwater Drive Sverige AB ("Meltwater") announced a public cash offer for all outstanding shares in Cision AB (publ) ("Cision") (the "Meltwater Offer" or the "Offer"). On 16 April 2014, the Meltwater Offer was increased to SEK 63 per share.
The Meltwater Offer followed an offer to the shareholders in Cision by GTCR Investment X AIV Ltd. ("GTCR") (the "GTCR Offer") which, following increases, amounts to SEK 61 per share. The acceptance period for the GTCR Offer expires today 22 April 2014.
The Meltwater Offer is approximately 3.3 per cent higher than the GTCR Offer.
As the Meltwater Offer remains conditional upon an acceptance level of at least 70 per cent - and, according to Meltwater , fundamental market mechanics have been set aside in the bidding process for Cision - Meltwater is of the opinion that GTCR should either accept the Meltwater Offer or enable the shareholders who have previously accepted the GTCR Offer to withdraw their acceptances and accept the Meltwater Offer.
Revised indicative timetable
Meltwater has decided to revise the indicative timetable for the Meltwater Offer where the acceptance period for the Meltwater Offer is expected to commence around 29 April 2014 and end around 27 May 2014. An offer document regarding the Meltwater Offer is expected to be made public shortly before the commencement of the acceptance period. Assuming that the Meltwater Offer is declared unconditional no later than around 30 May 2014, settlement is expected to begin around 4 June 2014. As previously announced, Meltwater reserves the right to extend the acceptance period for the Meltwater 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, there can be no assurance regarding the timing or receipt of the approvals.
For further information, see meltwater.com and meltwaterbid.com.
This press release was submitted for publication on 22 April 2014 at 08:00 (CET).
Further information
For media questions, please contact:
US Media Contact
Marc Cowlin, Director, PR and Content Marketing
+1 415-370-6550
us.pr@meltwater.com
European Media Contact
Erik Åfors
+46 73-434 09 33
eu.pr@meltwater.com
Important notice
This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish version 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 Meltwater. 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.
Meltwater 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 Meltwater and Cision. Any such forward-looking statements speak only as of the date on which they are made and Meltwater 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, Meltwater will comply with Regulation 14E under the US Securities Exchange Act of 1934, as amended (the "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, Meltwater 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.
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The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
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