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EX-99.1 - EXHIBIT 99.1 - CISION LTD.tv494083_ex99-1.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): May 14, 2018

 

 

 

CISION LTD.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Cayman Islands

(State or Other Jurisdiction

of Incorporation)

001-38140

(Commission

File Number)

N/A

(IRS Employer

Identification No.)

 

130 East Randolph Street, 7th Floor

Chicago, Illinois

(Address of Principal Executive Offices)

60601

(Zip Code)

 

Registrant’s telephone number, including area code: 866-639-5087

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13c-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 8.01 Other Events.

 

On May 14, 2018, Cision Ltd. (the “Company”) issued a press release announcing that the Registration Statement on Form S-4 (the “Registration Statement”) originally filed by the Company with the Securities and Exchange Commission (“SEC”) on April 17, 2018, as amended, was declared effective on May 14, 2018. The Registration Statement registers ordinary shares (“Ordinary Shares”) of the Company issuable as part of the Company’s previously announced offer to each holder of its public and private warrants entitled to purchase one Ordinary Share for a purchase price of $11.50 (the “Warrants”) to receive 0.26 Ordinary Shares in exchange for each Warrant tendered by the holder and exchanged pursuant to the offer (the “Offer”). The Registration Statement also solicits consents from holders of the Warrants to amend the Amended and Restated Warrant Agreement, dated as of October 17, 2017, by and between the Company and Continental Stock Transfer & Trust Company, which governs all of the Warrants, to permit the Company to require that each outstanding Warrant be converted into 0.234 Ordinary Shares, which is a ratio 10% less than the ratio applicable to the Offer, which amendment would be adopted with the approval of at least a majority of the outstanding Warrants. A copy of the press release is attached hereto as Exhibit 99.1, is incorporated herein by reference.

 

  

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Number Description
   
99.1

Press release dated May 14, 2018.

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 14, 2018

 

  CISION LTD.
     
  By: /s/ Jack Pearlstein  
    Name: Jack Pearlstein
    Title: Chief Financial Officer