Combination to Provide a Public Currency and Financial
Flexibility to Expand Cision's Growth and Global Leadership in
Media Communication Technology and Analytics
Combined Company to be Well Positioned to Capitalize on the
Rising Importance of Earned Media with a First-of-its-Kind
Cloud-Based Platform – the Cision Communications Cloud™
Investor Conference Call Scheduled for Monday, March 20th, at 11:00am EDT
CHICAGO and WASHINGTON, March 20,
2017 /CNW/ -- The parent company of Cision, a leading
global provider of cloud-based earned media solutions, and Capitol
Acquisition Corp. III (NASDAQ: CLAC; "Capitol"), a public
investment vehicle, announced that they have entered into a
definitive agreement in which Cision will become a publicly listed
company with an anticipated initial enterprise value of
approximately $2.4 billion.
Cision delivers a sophisticated, easy-to-use platform for
communicators to reach relevant media influencers and craft
compelling campaigns that impact customer behavior. With rich
monitoring and analytics, the Cision Communications Cloud™ arms
brands with the insights they need to link their earned media to
strategic business objectives, while aligning it with owned and
paid channels. This platform enables companies and brands to
build consistent, meaningful and enduring relationships with
influencers and buyers in order to amplify their marketplace
influence.
Cision's management team, led by CEO Kevin Akeroyd and CFO Jack Pearlstein, will continue to run the
combined company post-transaction. Capitol Chairman and CEO,
Mark Ein, will join the combined
company's board of directors and serve as Vice Chairman.
Capitol's President and CFO, Dyson
Dryden, will also join the board.
"There is a shift in corporate marketing spend to the earned
channel driven by its higher ROI and proven success in building
brands and the declining efficacy of traditional paid media
advertising," said Mark Ein,
Chairman and CEO of Capitol. "We are investing in Cision, a
market leader, to get behind this large, important trend and
position the company for accelerated future growth. We think
the combined company will deliver superior returns for investors
long into the future."
The rise of marketing technology is driving increased investment
in communications and PR. According to Gartner Inc.,
marketing technology spend is expected to exceed spend on core
enterprise IT by 2017 and is growing at a much faster rate (12% vs.
3%, respectively). With the effectiveness of paid advertising
declining, as evidenced by GlobalWebIndex research indicating that
60% of desktop users have used ad-blockers, marketing technology
spend is shifting toward earned media channels. These tailwinds,
coupled with strategic flexibility provided by the merger, will
broaden Cision's market opportunity beyond leadership in global
communications intelligence software and services, a $3 billion industry according to Burton-Taylor
International Consulting LLC, into the marketing software market,
which IDC estimates will reach $32
billion by 2018, and ultimately into the broader digital
marketing and data markets.
"This transaction reflects the significant progress Cision has
made in its effort to build the most comprehensive media
intelligence platform in the world," said GTCR Managing Director
Mark Anderson. "We look forward to
Cision continuing to expand and accelerate its global leadership
position as a public company with access to new sources of
capital."
"We appreciate GTCR's ongoing sponsorship, which has been
instrumental in building the business, and with this transaction
are thrilled to also partner with Capitol as we execute our vision
for the company," said CEO Kevin
Akeroyd. "This transaction marks a key milestone for Cision.
We are extremely well positioned to accelerate our growth following
our acquisition of PR Newswire and the recent launch of the Cision
Communications Cloud™ which enhanced our scale,
comprehensive SaaS product set and global reach."
"We are excited to partner with the Cision team as they execute
on their platform growth strategy," said Dyson Dryden, President and CFO of Capitol. "We
believe Kevin's prior experience at Oracle, where he built the
Marketing Cloud business unit from a nascent stage into one of the
largest Marketing and Ad Tech providers in the industry and Jack's
long successful track record, including serving as CFO of four
previous GTCR companies, uniquely qualifies them to execute the
company's long-term growth plan."
Summary of Transaction
Under the terms of the proposed transaction, the combination
will be effected through a "contribution and exchange" pursuant to
which Cision will be contributed to a wholly owned subsidiary of
Capitol ("Holdings") that will become a publicly traded entity
following a subsequent merger of a subsidiary of Holdings into
Capitol. The combined company will have an anticipated
initial enterprise value of approximately $2.4 billion implying a 10.5x multiple of
projected 2017 Adjusted EBITDA and a multiple of 9.2x projected
2018 Adjusted EBITDA.
GTCR and current management are retaining 100% of their equity
in the company. At closing, current Cision shareholders and
current stockholders of Capitol will hold approximately 68% and
32%, respectively, of the issued and outstanding shares of the new
publicly traded company's common stock, with GTCR remaining a
majority owner. A portion of the consideration to Cision's
shareholders will be in the form of incentive earnout shares
totaling up to 6 million common shares, issued in 2 million
increments when the combined company's stock price reaches
$13.00, $16.00 and $19.00
per share.
The net cash proceeds from this transaction are expected to be
used to pay down Cision's existing second lien debt.
The boards of directors of both Capitol and Cision have
unanimously approved the proposed transaction. Completion of the
transaction, which is expected in the second quarter of 2017, is
subject to approval by Capitol stockholders and other customary
closing conditions.
For additional information on the transaction, see Capitol's
Current Report on Form 8-K, which will be filed promptly and which
can be obtained, without charge, at the Securities and Exchange
Commission's internet site (http://www.sec.gov).
Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and
Credit Suisse served as financial and capital markets advisors to
Capitol. PJT Partners served as financial advisor to
Cision. Latham & Watkins LLP and Graubard Miller acted as
legal advisors to Capitol and Kirkland & Ellis LLP acted as
legal advisor to Cision.
Additional Information and Where to Find It
Capitol intends to file a proxy statement, prospectus and other
relevant documents with the Securities and Exchange Commission
("SEC") to be used at its annual meeting of stockholders to approve
the proposed transaction with Cision. The proxy statement will be
mailed to stockholders as of a record date to be established for
voting on the proposed business combination. INVESTORS AND SECURITY
HOLDERS OF CAPITOL, CISION AND HOLDINGS ARE URGED TO READ THE PROXY
STATEMENT, PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders will be
able to obtain free copies of the proxy statement, prospectus and
other documents containing important information about Capitol,
Cision and Holdings once such documents are filed with the SEC,
through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the
SEC by Capitol and/or Cision when and if available, can be obtained
free of charge on Capitol's website at www.capitolacquisition.com
or by directing a written request to Capitol Acquisition Corp. III,
509 7th Street NW, Washington D.C.
20004 or by emailing info@capitolacquisition.com; and/or on
Cision's website at www.cision.com or by directing a written
request to Cision, 130 East Randolph St. 7th Floor, Chicago, IL 60601 or by emailing
askcision@cision.com.
Participants in the Solicitation
Capitol, Cision, Holdings and their respective directors and
executive officers, under SEC rules, may be deemed to be
participants in the solicitation of proxies of Capitol's
stockholders in connection with the proposed transaction. Investors
and security holders may obtain more detailed information regarding
the names and interests in the proposed transaction of Capitol's
directors and officers in Capitol's filings with the SEC, including
Capitol's Annual Report on Form 10-K for the fiscal year ended
December 31, 2016, which was filed
with the SEC on March 10, 2017.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to Capitol's
shareholders in connection with the proposed business combination
will be set forth in the Registration Statement for the proposed
business combination when available. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the proposed business combination will
be included in the Registration Statement that Capitol intends to
cause Holdings to file with the SEC.
No Offer or Solicitation
This communication shall neither constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
Conference Call Scheduled
Capitol will host a conference call to discuss the proposed
business combination with the investment community on Monday, March 20th, at 11:00am EDT. Investors may listen to the
conference call by dialing (888) 317-6003 toll-free in the U.S. or
(412) 317-6061 internationally and entering conference number
0376345. The presentation slides will be available at
www.capitolacquisition.com. To access the replay, the
domestic toll-free access number is (877) 344-7529 and participants
should provide the conference number of 10103462.
About Cision
Cision is a leading media communication
technology and analytics company that enables marketers and
communicators to effectively manage their earned media programs in
coordination with paid and owned channels to drive business impact.
As the creator of the Cision Communications Cloud™, the
first-of-its-kind earned media cloud-based platform, Cision has
combined cutting-edge data, analytics, technology and services into
a unified communication ecosystem that brands can use to build
consistent, meaningful and enduring relationships with influencers
and buyers in order to amplify their marketplace influence.
Cision solutions also include market-leading media
technologies such as PR Newswire, Gorkana, PRWeb, Help a Reporter
Out (HARO) and iContact. Cision serves over 75,000 customers
in 170 countries and 40 languages worldwide, and maintains offices
in North America, Europe, the Middle
East, Asia, and
Latin America. For more
information, visit www.cision.com or follow @Cision on Twitter.
About Capitol Acquisition Corp. III
Capitol
Acquisition Corp. III is a public investment vehicle formed for the
purpose of effecting a merger, acquisition or similar business
combination. Capitol is led by Chairman and Chief Executive Officer
Mark D. Ein, and President and Chief
Financial Officer L. Dyson Dryden.
Capitol's securities are quoted on the Nasdaq stock exchange under
the ticker symbols CLAC, CLACW and CLACU. The company, which raised
$325 million of cash proceeds in an
initial public offering in October
2015, is Capitol's third publicly traded investment vehicle.
The first, Capitol Acquisition Corp., created Two Harbors
Investment Corp. (NYSE: "TWO"), a leading mortgage real estate
investment trust (REIT) and the second, Capitol Acquisition Corp.
II, merged with Lindblad Expeditions, Inc. (NASDAQ: "LIND"), a
global leader in expedition travel.
Forward Looking Statements
This press release includes "forward looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. When used in this
press release, the words "estimates," "projected," "expects,"
"anticipates," "forecasts," "plans," "intends," "believes,"
"seeks," "may," "will," "should," "future," "propose" and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements are
not guarantees of future performance, conditions or results, and
involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
Capitol's or Cision's management's control, that could cause actual
results or outcomes to differ materially from those discussed in
the forward-looking statements. Important factors, among others,
that may affect actual results or outcomes include: the
inability to complete the transactions contemplated by the proposed
business combination; the inability to recognize the anticipated
benefits of the proposed business combination, which may be
affected by, among other things, the amount of cash available
following any redemptions by Capitol stockholders; the ability to
meet NASDAQ's listing standards following the consummation of the
transactions contemplated by the proposed business combination;
costs related to the proposed business combination; Cision's
ability to execute on its plans to develop and market new products
and the timing of these development programs; Cision's estimates of
the size of the markets for its solutions; the rate and degree of
market acceptance of Cision's solutions; the success of other
competing technologies that may become available; Cision's ability
to identify and integrate acquisitions; the performance and
security of Cision's services; potential litigation involving
Capitol or Cision; and general economic and market conditions
impacting demand for Cision's services. Other factors include
the possibility that the proposed transaction does not close,
including due to the failure to receive required security holder
approvals, or the failure of other closing conditions. Neither
Capitol nor Cision undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
Contact:
Stacey Miller
Director, Communications
(301) 683-6038
stacey.miller@cision.com
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/capitol-acquisition-corp-iii-to-combine-with-cision-300425948.html
SOURCE Capitol Acquisition Corp. III; Cision