Country for PR: United States
Contributor: PR Newswire New York
Monday, March 20 2017 - 22:01
AsiaNet
Capitol Acquisition Corp. III to Combine with Cision
CHICAGO and WASHINGTON, Mar. 20, 2017 /PRNewswire-AsiaNet/ --

    - 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(TM)

    - Investor Conference Call Scheduled for Monday, March 20th, at 11:00am EDT

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.

Logo - 
http://mma.prnewswire.com/media/479488/Capitol_Acquisition_Corp_III_Logo.jpg

Logo - https://mma.prnewswire.com/media/479489/Cision_Logo.jpg

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(TM) 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(TM) 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(TM), 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 
+1 (301) 683-6038 
stacey.miller@cision.com