Cision Ltd. is set to be acquired by an affiliate of Platinum Equity in an all-cash transaction valued at approximately $2.74 billion.
Under the terms of the agreement, which has been unanimously approved by the members of Cision's board of directors, an affiliate of Platinum Equity will acquire all of the outstanding ordinary shares of Cision Ltd. for $10 per share in cash. The purchase price represents a 34% premium over Cision Ltd.'s 60-day volume-weighted average price ended on October 21, 2019.
A special meeting of Cision Ltd.'s shareholders will be held as soon as practicable following the filing of a definitive proxy statement with the U.S. Securities and Exchange Commission and subsequent mailing to its shareholders. Certain affiliates of GTCR, collectively holding approximately 34% of the outstanding shares of Cision, have entered into a voting agreement committing them to, among other things, vote in favor of adopting the acquisition agreement.
The proposed transaction is expected to close in the first quarter of 2020 and is subject to approval by Cision's shareholders, along with the satisfaction of customary closing conditions and antitrust regulatory approvals, as necessary. Upon completion of the acquisition, Cision will become wholly owned by an affiliate of Platinum Equity.
Founded in 1995 by Detroit Pistons Owner Tom Gores, Platinum Equity is a global investment firm with more than $19 billion of assets under management and a portfolio of approximately 40 operating companies that serve customers around the world.
Cision may solicit alternative acquisition proposals from third parties during a "go-shop" period from the date of the agreement until November 12, 2019. There is no guarantee that this process will result in a superior proposal, and the agreement provides Beverly Hills, California-based Platinum Equity with a customary right to match a superior proposal and termination fee if a superior proposal is accepted.
Cision does not intend to disclose developments with respect to the solicitation process unless and until the company determines such disclosure is appropriate. The company will file its quarterly report on Form 10-Q reporting its third quarter financial results, but does not intend to host a quarterly earnings call.
Equity financing will be provided by investment funds managed, advised or sponsored by Platinum Equity. Platinum Equity has secured committed debt financing for the transaction from Bank of America Merrill Lynch. Rothschild & Co is serving as lead financial adviser to Cision and its board.
Centerview Partners LLC and Deutsche Bank Securities Inc. are also acting as financial advisers to Cision. Kirkland & Ellis LLP is acting as legal counsel to Cision, and Gibson, Dunn & Crutcher LLP is acting as M&A legal counsel and Willkie Farr & Gallagher LLP is acting as financing legal counsel to Platinum Equity.