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
Cision Agrees to Acquire L’Argus
de la Presse
With proposed acquisition of L’Argus
de la Presse, Cision strengthens its ability to enable world-class companies to monitor the performance of their media coverage
in France.
June 13, 2017 – Cision and Capitol
Acquisition Corp. III (NASDAQ: CLAC; “Capitol”) announced today that Cision has entered into a definitive agreement
to acquire L’Argus de la Presse (“Argus”), a Paris-based provider of media monitoring solutions. The acquisition
offers the opportunity to deliver Argus’ corporate and PR agency customers the Cision Communications Cloud™, the leading
platform for communicators to identify relevant influencers, craft unified campaigns, and measure earned media performance. The
acquisition will also give Cision’s existing global customer base enhanced access to French media content, helping them understand
and quantify the impact of their communications and media coverage in France.
“Communicators and PR professionals
in France are harnessing the power of earned media and modern communications to deliver better business outcomes,” said Kevin
Akeroyd, CEO of Cision. “By adding Argus’ robust media monitoring to the Cision Communications Cloud, communicators
in France and around the world who use Cision can better understand the reach and relevance of their media coverage.”
“By connecting with Cision’s
comprehensive portfolio of solutions for media database, monitoring and press release distribution, this acquisition expands the
value Argus can bring to our customers and employees,” said Alexis Donot, CEO of L’Argus de la Presse. “With
Cision’s commitment to earned media innovation, this acquisition will also strengthen the resources we can bring to our core
media monitoring solutions in France, helping customers maximize the quality of their media analysis.”
Cision will acquire 100% of the outstanding
shares of Argus with €9 million paid at closing and up to €2 million paid over the next four years. The upfront portion
of the purchase price will be funded with cash on hand or borrowings from Cision’s revolving credit facility and is subject
to customary working capital adjustments.
The transaction is expected to close during
the second or third quarter of 2017 and is subject to customary closing conditions.
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. 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.
Additional Information
Capitol Acquisition Holding Company
Ltd. (“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 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 of
Capitol Stockholders
Capitol and Cision and its affiliates 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 Cision’s proposed combination with Capitol. 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. 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.
No Offer or Solicitation
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.
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. 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. 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.
Contact:
Nick Bell
Vice President of Communications
Cision
cisionpr@cision.com
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