Statement by Cision's Board of Directors regarding the public offer from Triton
Cision’s Board of Directors does not believe that Triton’s offer reflects the company’s long term potential, but that the offer, from a short term equity markets perspective, in light of currently available alternatives, is not unfair.
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The European private equity-firm Triton has through a Swedish holding company, Cyril Acquisition AB, in a press release on April 30, 2008, announced a public offer to acquire all shares and convertible participation certificates issued by Cision AB (publ). Cyril Acquisition offers a price of SEK 20 in cash per share and a price in cash equivalent to the nominal value per convertible participation certificate issued by Cision. Other conditions to the offer are outlined in the offer document published by Cyril Acquisition on May 5, 2008. The acceptance period is currently scheduled to end on May 26, 2008.
Cision’s Board of Directors shall according to the takeover rules communicate its view on the offer.
Statement by Cision’s Board of Directors
Cision is currently undergoing a significant program of change. A key element in this process is the launch and implementation of a common service offering, based on a new technical platform, CisionPoint. This forms part of Cision’s strategy to offer international media monitoring and analysis services to global companies and organisations. Customers in this category include Nokia, Samsung and Gates Foundation.
The program of change has had a restraining effect on the company’s results over the last few years. Cision’s board of directors believes that positive effects can be expected over the coming years. The timing of the full effect is difficult to predict until all planned actions have been implemented.
Cision’s Board of Directors believes that the company, in a longer time perspective, has a significant potential that motivates a higher value than the price currently offered by Cyril Acquisition. In a price perspective, it is however crucial how quickly the company succeeds with its program of change. In addition to this, the outcome of the ongoing tax dispute is another factor of uncertainty affecting the market’s assessment of the company’s value. Information in this regard is expected in the near future.
In a shorter time perspective, the offer shall be assessed relative to the alternative that currently exists. The price that Cyril Acquisition has offered is significantly higher than the Cision share price during the time period immediately preceding the offer.
Cision’s Board of Directors has engaged Lazard AB as its financial adviser in relation to the offer. Lazard has on May 19, 2008, provided a fairness opinion in relation to the offer. Lazard’s opinion is presented in Appendix A. Lazard will receive a fee for its services, which is not contingent on whether or not the offer is consummated.
In light of what has been described above, Cision’s Board of Directors has concluded that Cyril Acquisition’s offer is not unfair from an equity markets perspective.
Similar to Cyril Acquisition, Cision’s Board of Directors is of the opinion that a completion of the offer would not have any significant consequences in relation to employment or the locations where the company operates.
The Board of Directors of Cision AB (publ)1
1) Mr. Anders Böös is chairman of the Board of Directors of Cision. Cyril Acquisition has offered him to stay on as chairman of the Board of Directors following completion of the offer, which he has accepted. Mr. Anders Böös also participates in Triton’s Industry Board. Mr. Anders Böös has not participated in any preparation or decision made by Cision’s Board of Directors in connection with the offer.