Cyril Acquisition AB announces addendum to the offer document
The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, the United States of America, Australia, Canada, South Africa, New Zeeland or Japan or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other actions in addition to those required under Swedish law.
On 30 April 2008, Cyril Acquisition (“Cyril Acquisition”) announced an offer (the “Offer”) for all the shares in and convertible participation certificates issued by Cision AB (publ) (“Cision” or the “Company”). Cyril Acquisition offers a price of SEK 20 in cash per share and a price in cash equivalent to nominal value of SEK 33.94 per convertible participation certificate issued by Cision.
The acceptance period for the Offer expired on 12 June 2008. In total 40,920,856 shares in Cision have been tendered in the Offer. Together with Cyril Acquisition’s 7,511,800 shares, this represents 65.0 per cent of the total number of shares and votes in Cision. The Offer is inter alia conditional upon Cyril Acquisition becoming owner of more than 90 per cent of the total number of shares in Cision.
Cyril Acquisition has received all necessary approvals from competition authorities regarding the Offer.
Cision has been informed by the Administrative Court of Appeal that the Company has won the ongoing tax dispute regarding the Swedish tax authorities’ decision to increase the Company’s taxable income for the year 2000 by approximately SEK 440 million. However, the Swedish tax authority continues to have the right to appeal the decision to the Supreme Administrative Court. As described in the offer document, Cyril Acquisition agreed with the Company and Board’s expectation for a positive outcome of this tax dispute.
As a result hereof, Cyril Acquisition announces an addendum to the offer document. In accordance with the Swedish Financial Instruments Trading Act (1991:980), the right for the shareholders to withdraw an acceptance applies until 4 p.m. (CEST) on 25 June.
- “This addendum is purely due to legal requirements. The Administrative Court of Appeal’s decision does not affect our opinion about the value of Cision. The outcome of the tax dispute was entirely in line with our expectations”, comments Jan Åkesson, Partner at Triton.
Cyril Acquisition will during this period assess the available options, including withdrawing the Offer or completing the Offer at a lower acceptance level.
The addendum to the offer document will be available on www.tritonoffer.com and on www.nordea.se/placera.
Additional information:
For additional information about the Offer, please call Nordea at +46-8-20 69 42 or visit www.tritonoffer.com.