Statement by the Board of Directors of Cision AB (publ) in relation to Blue Canyon Holdings’ public takeover offer


Background

This statement is made by the Board of Directors of Cision AB (publ) (“Cision”
or the “Company”) pursuant to section II.19 of the rules concerning takeover
bids on the stock market adopted by NASDAQ OMX Stockholm (the “Takeover Rules”).

Blue Canyon Holdings AB (“Blue Canyon Holdings”), a company indirectly
controlled by GTCR Investment X AIV Ltd. has today, through a press release,
announced a public offer to the shareholders of Cision to transfer all of their
shares in the Company to Blue Canyon Holdings for a consideration of SEK 52 in
cash per share in Cision (the “Offer”).

The total value of the Offer is approximately SEK 775 million[1]. The Offer
represents a premium of:

  · approximately 54 percent compared to Cision’s volume-weighted average share
price on NASDAQ OMX Stockholm during the last three months up to and including
13 February 2014, of approximately SEK 33.8, and
  · approximately 53 percent compared to Cision’s closing share price of SEK
34.0 on NASDAQ OMX Stockholm on 13 February 2014 (being the last day of trading
prior to announcement of the Offer)

The acceptance period for the Offer is expected to run from and including 28
February 2014 to and including 28 March 2014. The Offer is inter alia
conditional upon Blue Canyon Holdings becoming the owner of more than 90 percent
of the total number of shares in Cision on a fully diluted basis and receipt of
necessary regulatory approvals.

The Board of Directors of Cision (the “Board”) has allowed Blue Canyon Holdings
to conduct a limited confirmatory due diligence investigation prior to the
announcement of the Offer. Blue Canyon Holdings has not received any non-public
price-sensitive information through such due diligence investigation.

According to the press release issued by Blue Canyon Holdings on 14 February,
2014, four significant shareholders in Cision, Fairford Holdings Finance AB,
Cyril Acquisition AB, Lannebo Fonder and Accendo Capital SICAV-SIF, who together
hold approximately 43.3 percent of the shares in Cision, have entered into
irrevocable undertakings with Blue Canyon Holdings to accept the Offer, provided
that no competing offer is announced at a price which is at least five (5)
percent higher than the Offer and that Blue Canyon Holdings does not match the
competing offer within five (5) business days of its announcement.

The Company has entered into a transaction agreement with Blue Canyon Holdings
regarding the Offer, which will be disclosed in its entirety in Blue Canyon
Holdings’ offer document.

The Board of Directors’ Recommendation
The Board’s opinion of the Offer is based on a joint assessment of a number of
factors that the Board has considered relevant in relation to the evaluation of
the Offer. These factors include, but are not limited to, the Company’s present
position, the expected future development of the Company and thereto related
possibilities and risks.

The Board, supported by the major shareholders and with the assistance of the
investment bank Lazard, ran a sales process for the whole of the Company that
ended less than a year ago in which a number of potential industrial and
financial buyers, who had historically shown interest for acquiring the Company,
were contacted. Following receipt of indications of interest, including price, a
limited number of potential buyers were allowed to perform a confirmatory due
diligence, under a confidentiality agreement, and meet the Company’s management.
This process did not materialize into a public offer.

The Offer made by Blue Canyon Holdings shall be considered in relation to the
above mentioned history and currently existing alternatives. The Board concludes
that the Offer price entails a substantial premium of approximately 54 percent
compared to Cision’s volume-weighted average share price on NASDAQ OMX Stockholm
during the last three months and a premium of approximately 53 percent compared
to the closing price per share on NASDAQ OMX Stockholm on 13 February 2014.

In its evaluation of the Offer, the Board also takes into account that
shareholders representing 43.3 percent of the shares have expressed their
support for the Offer by signing irrevocable undertakings with Blue Canyon
Holdings to accept the Offer, provided that no competing offer is announced at a
price which is at least five (5) percent higher than the Offer and that Blue
Canyon Holdings does not match the competing offer within five (5) business days
of its announcement.

Under the Takeover Rules, the Board of Directors shall also, based on what Blue
Canyon Holdings has expressed in its announcement of the Offer, present its
views on the impact the completion of the Offer may have on Cision, especially
employment, and its views on Blue Canyon Holdings strategic plans for Cision and
the impact these could be expected to have on employment and on Cision’s
business locations. The information that Blue Canyon Holdings has provided in
this respect in connection with announcement of the Offer is not sufficient for
the Board to be able to present its view on any material impact the completion
of the Offer may have on Cision, especially employment, and on Cision’s business
locations. However, given the fact that Blue Canyon Holdings and its owner is a
financial investor, currently without any other holdings within Cision’s scope
of business, it is not likely that the completion of the Offer itself will have
any significant impact on employment in Cision.

Based on the above, the Board of Directors unanimously recommends Cision’s
shareholders to accept Blue Canyon Holdings’ Offer of SEK 52 per share in the
Company.

As part of the Board’s evaluation of the Offer, the Board has engaged Lazard as
financial advisors and Nord & Co as legal advisors.

This statement shall in all aspects be governed by and interpreted in accordance
with Swedish law. Any disputes relating to or arising in connection with this
statement shall be settled exclusively by Swedish courts.

For further information, please contact:
Hans-Erik Andersson, Chairman of the Board of Directors of Cision

Can be reached through Angela Elliot
angela.elliot@cision.com
+46 (0)8 507 410 11

Cision AB (publ)
P.O. Box 24194
SE-104 51 Stockholm, Sweden
Corp Identity No. SE556027951401
Telephone: 46 (0)8 507 410 00
http://corporate.cision.com

The information provided herein is such that Cision AB (publ) is obligated to
disclose pursuant to the Swedish Securities Markets Act (SFS 2007:528) and/or
the Swedish Financial Instruments Trading Act (SFS 1991:980). The information
was submitted for publication at 08:35 AM CET on February 14, 2014.

Cision is a leading provider of cloud-based PR software, services and tools for
the marketing and public relations industry. Marketing and PR professionals use
our products to help manage all aspects of their brands – from identifying key
media and influencers to connecting with audiences; monitoring traditional and
social media; and analyzing outcomes. Journalists, bloggers, and other
influencers use Cision’s tools to research story ideas, track trends, and
maintain their public profiles. Cision is present in Europe, North America and
Asia, is quoted on the Nordic Exchange with revenue of approx. SEK 0.9 billion
in 2013. For more information, visit www.cision.com (http://us.cision.com/).

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[1] Based on 14,909,583 outstanding shares

Attachments

02143412.pdf