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Meltwater announces cash offer to the shareholders of 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This press release may not be published or distributed, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.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
3 April 2014
Meltwater Drive Sverige AB ("Meltwater") hereby announces a 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.
Summary of the Offer
Background and reasons for the Offer
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 Cision's 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.
A combination of Meltwater and Cision would create a clear global leader in the PR services and media monitoring industry. The combination, and the synergies it creates, will enable significant investments in product development and sales organization, thereby strengthening the two companies, for the benefit of their staff and customers.
Meltwater is impressed by the actions and initiatives taken by Cision's management team and believes that a new management team consisting of members from both companies' current management teams will be optimally positioned to drive the development of the new company going forward.
As of the date and time of this press release, Meltwater owns approximately 15.3 per cent of the shares in Cision. Meltwater believes that a combination of Cision and Meltwater would deliver best value to all Cision shareholders, as well as being the optimal solution for Cision's staff and customers.
The Offer
Meltwater offers SEK 60 in cash per share in Cision.[1]
The Offer represents a premium of:
The total Offer value of the Offer, based on 14,909,583 outstanding shares in Cision, amounts to approximately SEK 895 million.
No commission will be charged in connection with the Offer.
Meltwater's shareholding in Cision
Prior to the announcement of the Offer, Meltwater holds 2,274,570 shares in Cision, corresponding to 15.3 per cent of all outstanding shares and votes of Cision. This is also the total number of shares and votes held and controlled, directly or indirectly, by Meltwater as per the date of this announcement.
Conditions for the Offer
Completion of the Offer is conditional upon:
Meltwater 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 Meltwater's acquisition of Cision.
Meltwater 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
Meltwater, which is controlled by Meltwater Holding B.V., has secured committed financing in a combination of equity and debt provided by a wholly owned subsidiary of Altor Fund III GP Limited (in its capacity as general partner or investment manager to Altor Fund III) ("Altor").
Altor is a EUR 2 billion fund able to underwrite up to EUR 350 million in an individual transaction, and the Altor subsidiary referred to above has the capacity to underwrite the full amount required to complete the Offer.
Due diligence
Meltwater has, in connection with the preparations of 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 Cision share has been disclosed to Meltwater during the course of the due diligence process.
Meltwater in brief
Meltwater Group is a leading Software as a service (SaaS) social media management and news monitoring company which helps businesses drive growth and build brands. Meltwater's online intelligence platform analyses billions of digital documents daily to extract precise, timely business insights that help more than 20,000 companies understand their markets, engage their customers, and master the new social business environment. With offices in 27 countries, Meltwater is dedicated to personal, global service built on local expertise. For more information, please visit www.meltwater.com .
Indicative timetable
The acceptance period for the Offer is expected to commence around 22 April 2014 and end around 22 May 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 27 May 2014, settlement is expected to begin around 30 May 2014. Meltwater 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, there can be no assurance regarding the timing or receipt of the approvals.
Squeeze-out and de-listing
In the event that Meltwater, 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, Meltwater intends to commence a squeeze-out procedure under the Swedish Companies Act to acquire all remaining shares in Cision. In connection therewith, Meltwater 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, Meltwater 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.
Advisors
Meltwater has retained Carnegie Investment Bank and Code Advisors as financial advisors and Baker & McKenzie Advokatbyrå as legal advisor.
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
For further information, see www.meltwaterbid.com .
This press release was submitted for publication on 3 April 2014 at 09:15 (CET).
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.
[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.
Copyright GlobeNewswire
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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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