Cyril Acquisition AB extends the acceptance period in the offer to the shareholders of and holders of convertible participation certificates issued by Cision AB (publ)
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 AB (“Cyril Acquisition”) announced an offer (the “Offer”) for all the shares in and convertible participation certificates issued by Cision AB (publ) (“Cision”). 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 2 June 2008. In total 40,251,412 shares in Cision have been tendered in the Offer. Together with Cyril Acquisition’s 7,511,800 shares, this represents 64.1 per cent of the total number of shares and votes in Cision.
The Offer is inter alia conditional upon receipt of necessary approvals from competition authorities. Cyril Acquisition has received such approvals from the competition authorities in Sweden, the United States of America and Norway, and expects to receive approval from the competition authority in Germany within the extended acceptance period. The receipt of approval is viewed as a mere formality as Triton does not have any activities in Cision’s field of business.
In order to await the remaining competition authority approval, and to allow the shareholders who have not yet accepted the Offer the opportunity to tender their shares, Cyril Acquisition has decided to extend the acceptance period until 16.00 (CEST) on 12 June 2008. Provided that Cyril Acquisition announces that all conditions to the Offer have been satisfied or waived no later than 16 June 2008, settlement is expected to begin on or about 19 June 2008.
During the extended acceptance period the conditions for the Offer stated in the offer document, including the right to waive such conditions, will apply as during the preceding acceptance period. The outcome of Cision’s ongoing tax dispute is not known as of the date of this press release. Cyril Acquisition has assumed, as has Cision, a positive outcome but bears the risk in case of a negative outcome. 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.
"With a bid premium of 66 per cent, the offer represents significant value for Cision and its shareholders, and in our view it is in the best interest of all parties that it is completed. We are now extending the acceptance period to find out whether it is possible to pursue this transaction", comments Jan Åkesson, partner at Triton.
The offer document and other information regarding the Offer can be obtained 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.