Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
April 12 2017 - 9:13AM
Edgar (US Regulatory)
Filed by Capitol
Acquisition Holding Company Ltd. pursuant to
Rule 425 under the
Securities Act of 1933
and deemed filed
pursuant to Rule 14a-12
under the Securities
Exchange Act of 1934
Subject Company: Capitol Acquisition Corp.
III (File No. 001-37588)
Commission File No. for the Related Registration
Statement: 333-217256
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
April 11, 2017
CAPITOL ACQUISITION CORP. III
(Exact Name of Registrant as Specified in Charter)
Delaware
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001-37588
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47-4510443
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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509 7
th
Street, N.W.
Washington, D.C.
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20004
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
202-654-7060
Not Applicable
(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 (
see
General Instruction A.2. below):
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x
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Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Item 7.01 Regulation FD Disclosure.
On April 11, 2017, Capitol Acquisition Holding
Company, Ltd. (“
Holdings
”), an exempted company incorporated in the Cayman Islands and a wholly-owned subsidiary
of Capitol Acquisition Corp. III (“
Capitol
”), filed a registration statement on Form S-4 (File No. 333-217256)
(the “
Registration Statement
”) with the U.S. Securities and Exchange Commission (“
SEC
”) which
includes a preliminary proxy statement of Capitol, and constitutes a preliminary prospectus of Holdings.
The Registration Statement was filed in
connection with the Agreement and Plan of Merger, dated as of March 19, 2017 and amended as of April 7, 2017, by and among Capitol,
Holdings, Capitol Acquisition Merger Sub, Inc., a wholly-owned subsidiary of Holdings (“
Merger Sub
”), Canyon
Holdings (Cayman) L.P., a Cayman Islands exempted limited partnership (“
Cision Owner
”), and Canyon Holdings
S.a r.l., a Luxembourg private limited liability company (“
Cision
”) which, among other things, provides for
(i) Cision Owner to contribute to Holdings all of the share capital and convertible preferred equity certificates in Cision in
exchange for the issuance of 82,100,000 ordinary shares of Holdings and warrants to purchase 2,000,000 ordinary shares of Holdings
(in each case, subject to certain adjustments), plus the right to receive up to 6,000,000 ordinary shares in the future if certain
price targets are met and (ii) Merger Sub to be merged with and into Capitol with Capitol being the surviving corporation in the
merger.
The Registration Statement has not yet been
declared effective by the SEC. The Registration Statement is available on the SEC’s EDGAR system, and may be accessed at
www.sec.gov.
Additional Information and Where to Find It
Holdings has filed with the SEC the Registration
Statement, which includes a preliminary prospectus with respect to Holdings’ securities to be issued in connection with
the proposed business combination between Capitol and Cision (the “Business Combination”) and a preliminary proxy
statement of Capitol in connection with the Business Combination. Capitol plans to mail to its stockholders a definitive
proxy statement/prospectus with respect to Holdings’ securities to be issued in connection with the Business Combination. SECURITY
HOLDERS ARE URGED AND ADVISED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES AVAILABLE BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION ABOUT CAPITOL, HOLDINGS, CISION, THE BUSINESS COMBINATION AND RELATED MATTERS. Investors
and security holders may obtain free copies of the Registration Statement, and the definitive proxy statement/prospectus (when
they become available) and other relevant materials and any other documents filed by Capitol or Holdings with the SEC free of
charge at the SEC’s web site at www.sec.gov. In addition, shareholders will be able to obtain free copies of the Registration
Statement by directing a request to: Capitol Acquisition Corp. III, 509 7
th
Street NW, Washington, DC 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., 7
th
Floor, Chicago, IL 60601 or by emailing askcision@cision.com.
Participants in the Solicitation
Capitol, Cision and Holdings and their respective
directors and executive officers may be deemed to be participants in the solicitation of proxies from Capitol’s stockholders
in connection with the proposed Business Combination. Information about Capitol’s directors and executive officers is set
forth in 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. These documents are available free of charge as indicated above. Additional information regarding the
interests of participants in the solicitation of proxies in connection with the proposed Business Combination is included in the
Registration Statement and will be contained in the definitive proxy statement/prospectus and other relevant materials to be filed
with the SEC when they become available.
Disclaimer
This communication is for informational
purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities
or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any
sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended,
and applicable regulations in the Cayman Islands.
SIGNATURE
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: April 12, 2017
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CAPITOL ACQUISITION CORP. III
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By:
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/s/ Mark D. Ein
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Name:
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Mark D. Ein
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Title:
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Chief Executive Officer
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Capitol Acquisition Corp. Iii (MM) (NASDAQ:CLAC)
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