Supplement to the offer document made public regarding Blue Canyon Holdings’ 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This press release may not be published or distributed, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.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.
Blue Canyon Holdings AB (“Blue Canyon Holdings”), controlled by GTCR Investment X AIV Ltd., announced on 14 February 2014, by way of a press release, a recommended cash offer (the “Offer”) to the shareholders of Cision AB (publ) (“Cision”). The Offer was declared unconditional by Blue Canyon Holdings on 18 March 2014 by way of a press release.
On 20 March 2014, Blue Canyon Holdings has further announced a press release regarding its decision to increase the offer price to SEK 55.10 per share and to extend the acceptance period to 4 April 2014. In light thereof, Blue Canyon Holdings has prepared and today made public a supplement to the offer document regarding the Offer. The supplement has been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
The supplement together with the offer document and the acceptance form are available at Blue Canyon Holdings’ website (www.bluecanyon.se) and SEB Emissioner’s website (www.sebgroup.com/prospectuses).
Settlement to shareholders who have accepted the Offer prior to the expiration of the initial acceptance period, 27 March 2014, is expected to begin around 4 April 2014. Settlement to shareholders who have accepted the Offer after 27 March 2014 and prior to expiration of the extended acceptance period, 4 April 2014, is expected to begin around 14 April 2014. Shareholders who have accepted the Offer on or before 18 March 2014, when the Offer was declared unconditional, have the right to withdraw given acceptances until and including 27 March 2014. Shareholders who have accepted the Offer on 19 March 2014 or later do not have the right to withdraw given acceptances.
As previously communicated, Blue Canyon Holdings currently holds, through acquisitions on NASDAQ OMX Stockholm, 1,500,000 shares in Cision, corresponding to 10.06 per cent of all outstanding shares and votes of Cision. Further, Fairford Holdings Finance AB, Cyril Acquisition AB, Lannebo Fonder and Accendo Capital SICAV-SIF (the “Selling Shareholders”), representing in aggregate 43.3 per cent of the shares and votes of Cision, have undertaken to accept the Offer (the “Undertakings”). Together with the Cision shares currently held by Blue Canyon Holdings, these shares represent in aggregate 53.3 per cent of the shares and votes of Cision. The Undertakings became unconditional when Blue Canyon Holdings declared the Offer unconditional.
Information about the Offer
For information about the Offer, please see www.bluecanyon.se.
For media questions, please contact:
Phone: +1 312.953.3305
This press release was submitted for publication on 25 March 2014 at 17:30 (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.
 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.