Blue Canyon Holdings’ comments on Meltwater’s press release
This press release may not be published or distributed, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.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.
The offer from Blue Canyon Holdings AB (“Blue Canyon Holdings”), controlled by GTCR Investment X AIV Ltd., to the shareholders of Cision AB (publ) (“Cision”) expires on 22 April 2014 (the “Offer”). Blue Canyon Holdings offers SEK 61 in cash per share in Cision.
In relation to Meltwater Drive Sverige AB’s (“Meltwater”) press release dated yesterday, 16 April 2014, Blue Canyon Holdings advises the shareholders of Cision of the following:
- The Swedish Securities Council (Sw. Aktiemarknadsnämnden) has in its statement no. 2014:16 (available at www.aktiemarknadsnamnden.se) confirmed that Blue Canyon Holdings has not acted in breach of best market practice on the Swedish stock market;
- It is Blue Canyon Holdings’ firm view that it has complied with applicable laws and the provisions of NASDAQ OMX Stockholm’s Rules concerning Takeover Bids on the Stock Market, including the policies and practices established by the Swedish Securities Council, in connection with its offer;
- Blue Canyon Holdings furthermore confirms that the Stockholm District Court (Sw. Stockholms Tingsrätt) on 4 April 2014 issued an injunction against Fairford Holdings Finance AB, Cyril Acquisition AB, Lannebo Fonder and Accendo Capital SICAV-SIF, pursuant to their irrevocable undertakings with Blue Canyon Holdings, inter alia, prohibiting them to sell their shares in Cision other than pursuant to Blue Canyon Holdings’ offer; and
- Meltwater’s offer is conditioned upon a number of items, including an acceptance level of at least 70 per cent. Blue Canyon Holdings owns shares representing 63.4 per cent of the shares and votes in Cision and will not tender its shares into Meltwater’s offer. As a result hereof, the acceptance level condition for Meltwater’s offer cannot be fulfilled.
Blue Canyon Holding’s offer expires on Tuesday 22 April 2014. Duly completed acceptance forms shall be delivered or mailed and be received by SEB Emissioner no later than 17.00 (CET) on 22 April 2014. As Blue Canyon Holding’s offer is unconditional, shareholders do not have the right to withdraw given acceptances. Settlement is expected to begin around 30 April 2014.
Information about the Offer
For information about Blue Canyon Holding’s offer, please see www.bluecanyon.se.
For media questions, please contact:
Phone: +1 312.953.3305
This press release was submitted for publication on 17 April 2014 at 08:15 (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.