Will there be changes to the Cision culture or other aspects of the business?
We plan to make the transition to a private company as seamless as possible. For those of you who have been with Cision over the past few years, you have seen an enormous amount of change. Regardless if we are public or private, this comes with being an innovative software company in a rapidly evolving market and we will continue to evolve and change as a company. What’s most important is that we remain committed to a shared vision of market leadership and excellence in what we do.
How long before the transaction is completed?
We anticipate that this transaction will be completed in the first quarter of 2020, subject to the receipt of required antitrust approvals, receipt of the requisite shareholder vote authorizing the merger and other customary closing conditions. Upon closing, Cision will become a privately-owned company and Cision’s shares will no longer be listed on the NYSE exchange.
What can we expect while we’re waiting for the transaction to close?
Until this transaction is complete, we are still a public company and will continue to operate in the ordinary course of business. That means business as usual with no changes in ourday-to-day activities.
I own Cision shares. What do I need to do?
At the time the merger is consummated, all of the outstanding ordinary shares of Cision (other than certain restricted shares described below) will be cashed out at a price of $10.00 per share, without interest. The definitive proxy statement that will be filed by Cision in connection with the merger will explain in more detail the terms of the merger and the basis for the Cision board’s recommendation that shareholders authorize the merger. The materials will also explain the process for receiving payment with respect to your shares after the merger is consummated. If the merger is consummated, your shares will be cancelled and exchanged for the $10.00 per share price and you will no longer have any ownership interests in Cision.
Certain restricted shares, including shares underlying stock-settled retention awards, will be converted into the right to receive a cash payment based on the $10.00 per share price provided that the cash payment will continue to be subject to the same vesting terms and restrictions as the restricted shares. Once those vesting conditions or restrictions have been satisfied, the cash payment award will be released.
Please read these materials and the definitive proxy statement carefully and consult your tax advisor to advise you as to the tax considerations related to this transaction.
I have Cision Options. What do I need to do?
All options that have been granted to employees have a strike price greater than $10.00. Therefore, as a result of the consummation of the merger, all of your options, whether vested or unvested will be cancelled.
I have Cision Restricted Stock Units. What do I need to do?
If the merger is consummated, your vested restricted stock units will be cashed out at a price of $10.00 per vested restricted stock unit, without interest, and your unvested restricted stock units will be substituted for a cash award based on the $10.00 per share price, provided that such substituted cash award will continue to be subject to vesting based on the terms of your restricted stock unit agreement. At each subsequent vesting date, if you remain employed by Cision, Cision will you pay out your cash award based on the $10.00 per share price, without interest. Should you voluntarily leave Cision prior to each subsequent vesting date, you will forfeit any rights to the unpaid cash awards. After the transaction, you will no longer have any ownership interests in Cision. Please read these materials and the definitive proxy statement carefully and consult your tax advisor to advise you as to the tax considerations related to this transaction.