CHICAGO, May 9, 2018 /PRNewswire/ -- Cision (NYSE: CISN)
announced today that it has filed an amendment (the "Amendment") to
its Registration Statement originally filed with the Securities and
Exchange Commission (the "SEC") on April 17,
2018, registering ordinary shares of Cision issuable as part
of Cision's previously announced exchange offer (the "Exchange
Offer") and consent solicitation (the "Consent Solicitation")
relating to certain of its outstanding warrants. Cision filed the
Amendment in order to, among other things, update the Registration
Statement to include its unaudited financial and related
information for the three months ended March
31, 2018. The terms of the Exchange Offer and Consent
Solicitation are unchanged except as expressly set forth in the
Amendment.
The Exchange Offer and Consent Solicitation will be open until
11:59 p.m., Eastern Daylight Time, on
May 15, 2018, or such later time and
date to which Cision may extend, as described in the Schedule TO
and Prospectus/Offer to Exchange (the "Expiration Date"). Tendered
warrants may be withdrawn by holders at any time prior to the
Expiration Date. Cision's obligation to complete the Exchange Offer
and Consent Solicitation is not conditioned on the receipt of
a minimum number of tendered warrants.
Cision has engaged Citigroup Global Markets Inc. as the Dealer
Manager for the Exchange Offer and Consent Solicitation. Any
questions or requests for assistance concerning the Exchange Offer
and Consent Solicitation may be directed to Citigroup Global
Markets Inc. at (212) 723-7450. D.F. King & Co., Inc. has
been appointed as the Information Agent for the Exchange Offer and
Consent Solicitation, and Continental Stock Transfer & Trust
Company has been appointed as the Exchange Agent.
Important Additional Information Has Been Filed with the
SEC
Copies of the Schedule TO/A and Prospectus/Offer to Exchange are
available free of charge at the website of the SEC at www.sec.gov.
Requests for documents may also be directed to Citigroup Global
Markets Inc. at (212) 723-7450.
A registration statement on Form S-4 relating to the securities
to be issued in the Exchange Offer has been filed with the
Securities and Exchange Commission but has not yet become
effective. Such securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective.
This announcement is for informational purposes only and shall
not constitute an offer to purchase or a solicitation of an offer
to sell the warrants or an offer to sell or a solicitation of an
offer to buy any ordinary shares in any state in which such offer,
solicitation or sale would be unlawful before registration or
qualification under the laws of any such state. The Exchange Offer
and Consent Solicitation are being made only through the Schedule
TO and Prospectus/Offer to Exchange, and the complete terms and
conditions of the Exchange Offer and Consent Solicitation are set
forth in the Schedule TO and Prospectus/Offer to Exchange.
Holders of the warrants are urged to read the Schedule TO and
Prospectus/Offer to Exchange carefully before making any decision
with respect to the Exchange Offer and Consent Solicitation because
they contain important information, including the various terms of,
and conditions to, the Exchange Offer and Consent Solicitation.
None of Cision, or any of its management or its board of directors,
or the Information Agent, the Exchange Agent or the Dealer Manager
makes any recommendation as to whether or not holders of warrants
should tender warrants for exchange in the Exchange Offer or
consent to the Warrant Amendment in the Consent Solicitation.
Forward looking statements
This press release contains "forward-looking statements," as
defined by federal securities laws, including statements regarding
the expected timing of the Exchange Offer and Consent Solicitation.
Forward-looking statements reflect Cision's current expectations
and projections about future events at the time, and thus involve
uncertainty and risk. The words "believe," "expect," "anticipate,"
"will," "could," "would," "should," "may," "plan," "estimate,"
"intend," "predict," "potential," "continue," and the negatives of
these words and other similar expressions generally identify
forward looking statements. Such forward-looking statements are
subject to various risks and uncertainties, including those
described under the section entitled "Risk Factors" in Cision's
Registration Statement on Form S-4/A, filed on May 9, 2018, as
such factors may be updated from time to time in Cision's periodic
filings with the SEC, which are accessible on the SEC's website at
www.sec.gov. Accordingly, there are or will be important factors
that could cause actual outcomes or results to differ materially
from those indicated in these statements. These factors should not
be construed as exhaustive and should be read in conjunction with
the other cautionary statements that are included in this release
and in Cision's filings with the SEC. While forward-looking
statements reflect Cision's good faith beliefs, they are not
guarantees of future performance. Cision disclaims any obligation
to publicly update or revise any forward-looking statement to
reflect changes in underlying assumptions or factors, new
information, data or methods, future events or other changes after
the date of this press release, except as required by applicable
law. You should not place undue reliance on any forward-looking
statements, which are based only on information currently available
to Cision (or to third parties making the forward-looking
statements).
Investor Contact:
Jack
Pearlstein
Chief Financial Officer
Jack.Pearlstein@cision.com
Media Contact:
Nick
Bell
Vice President, Marketing Communications and Content
CisionPR@cision.com
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