CHICAGO and WASHINGTON,
June 6, 2017 /PRNewswire/ -- Capitol
Acquisition Corp. III (NASDAQ: CLAC, "Capitol"), a publicly traded
investment vehicle, and Cision, a leading global provider of
cloud-based earned media solutions, announced today that holders of
record of Capitol's common stock at the close of business on
June 9, 2017 (the "Record Date") will
be invited to attend Capitol's annual meeting of stockholders to
vote on, or submit a proxy to vote on, (A) a proposal to approve
the business combination including the transactions contemplated by
the Agreement and Plan of Merger dated as of March 19, 2017 and amended as of April 7, 2017 by and among Capitol, Capitol
Acquisition Holding Company Ltd. ("Holdings"), Capitol Acquisition
Merger Sub, Inc., Canyon Holdings (Cayman) L.P., and Canyon
Holdings S.a r.l. ("Cision"), (B) proposals to approve material
differences between the constitutional documents of Holdings that
will be in effect upon the closing of the transactions and
Capitol's current amended and restated certificate of
incorporation, (C) the election of seven directors who, upon
consummation of the transactions, will be the directors of
Holdings, (D) a proposal to approve the 2017 Omnibus Incentive
Plan, which is an incentive compensation plan for employees of
Holdings and its subsidiaries, including Cision and (E) a proposal
to adjourn the annual meeting to a later date or dates, if
necessary. The full meeting agenda will be detailed in the
definitive proxy statement/prospectus to be mailed to all Capitol
stockholders upon the Registration Statement (defined below) of
Holdings being declared effective by the Securities and Exchange
Commission. The meeting of stockholders of Capitol has been
tentatively scheduled for June 29, 2017, which date is subject to
change.
Ensuring Your Vote is Counted
In advance of the Record Date, Capitol advises holders of its
securities to move these securities into accounts that do not
permit the lending of securities, so called cash accounts or
segregated accounts, and out of accounts that permit the lending of
securities, such as margin accounts. These steps are designed to
ensure that votes related to common stock beneficially owned by
stockholders are properly counted. Beneficial owners of shares of
common stock that have been lent out (either with or without the
beneficial owners' knowledge) are not permitted to vote those
shares.
About Capitol Acquisition Corp. III
Capitol Acquisition Corp. III is a publicly traded 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.
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™, 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.
Safe Harbor
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. Actual results
may differ from expectations, estimates and projections and,
consequently, you should not rely on these forward looking
statements as predictions of future events. Words such as "expect,"
"estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "could," "should," "believes,"
"predicts," "potential," "continue," and similar expressions are
intended to identify such forward-looking statements. These
forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially from the expected results.
Additional information concerning these and other risk factors
is contained in Capitol's most recent filings with the Securities
and Exchange Commission ("SEC"). All subsequent written and oral
forward-looking statements concerning Capitol and Cision, the
merger, the related transactions or other matters and attributable
to Capitol and Cision or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements
above. Capitol and Cision caution readers not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. Capitol and Cision do not undertake or accept any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statement to reflect any change in
their expectations or any change in events, conditions or
circumstances on which any such statement is based.
Additional Information
Holdings has filed with the SEC a registration statement on Form
S-4 (File No. 333-217256) (the "Registration Statement") which
includes a preliminary proxy statement of Capitol, and a
preliminary prospectus with respect to Holdings' securities to be
issued in connection with the proposed 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 7th 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.,
7th Floor, Chicago,
IL 60601 or by emailing askcision@cision.com.
Participation and Interests in 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. 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 filed by
Holdings. These documents are available free of charge as indicated
above.
Disclaimer
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of Capitol, nor shall there be any sale of any such securities in
any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction.
Contact:
Capitol Acquisition Corp. III
509 7th Street, N.W.
Washington, D.C. 20004
Tel: (202) 654-7060
Email: info@capitolacquisition.com
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SOURCE Capitol Acquisition Corp. III; Cision