Capitol Acquisition Corp. III to Combine with Cision

PR67867

CHICAGO and WASHINGTON, Mar. 20, 2017 /PRNewswire=KYODO JBN/ --

    - 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 -

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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