The disclosure under the heading The Merger Certain Information regarding
Cisions Financial Advisor, Deutsche Bank Securities Inc. is hereby supplemented by adding the following underlined disclosure to and deleting the disclosure that is struck through from the first paragraph of page 67 of the Proxy
Statement.
Deutsche Bank is an internationally recognized investment banking firm experienced in providing advice in connection with mergers and
acquisitions and related transactions. Deutsche Bank is an affiliate of Deutsche Bank AG (together with its affiliates, the DB Group). One or more members of the DB Group have, from time to time, provided investment banking, commercial
banking (including extension of credit) or other financial services to the Company or its affiliates for which they have received, and in the future may receive, compensation. Based on a review of its internal management information system as of
November 1, 2019, the DB Group had received approximately 7.5 million in fees for such services from the Company since January 1, 2018 for the DB Groups lending, investment banking and
related services in connection with the Companys lending and equity issuance activities. One or more members of the DB Group have, from time to time, provided, and are currently providing, investment banking, commercial banking (including
extension of credit) or other financial services to GTCR LLC, Platinum Equity, an affiliate of Parent, and their respective affiliates and portfolio companies for which they have received, and in the future may receive, compensation. Based on a
review of its internal management information system as of November 1, 2019, the DB Group had received approximately 70.0 million in fees for such services from Platinum Equity, its affiliates
and portfolio companies since January 1, 2018 for investment banking services provided to Platinum Equity in connection with acquisitions consummated by Platinum Equitys affiliates. Additionally, based on a review of its internal
management information system as of November 1, 2019, the DB Group had received approximately 1.5 million in fees for such services from GTCR LLC and its portfolio companies (other than the
Company) since January 1, 2018 for investment banking services provided to GTCR LLC in connection with acquisitions consummated by GTCR LLCs affiliates. The DB Group may also provide investment and commercial banking services to
the Company, GTCR LLC and Platinum Equity and their respective affiliates and portfolio companies in the future, for which Deutsche Bank would expect the DB Group to receive compensation. In the ordinary course of business, members of the DB Group
may actively trade in the securities and other instruments and obligations of the Company and its affiliates for their own accounts and for the accounts of their customers. Accordingly, the DB Group may at any time hold a long or short position in
such securities, instruments, and obligations.
The disclosure under the heading The Merger Certain Unaudited Prospective
Information is hereby supplemented by adding the following sentence to the end of the last paragraph on page 67.
For reference in
connection the following discussion, approximately 155.0 million shares of Cision were outstanding on a fully-diluted basis as of October 21, 2019.
The disclosure under the heading The Merger Certain Unaudited Prospective Information is hereby supplemented by adding
the following underlined disclosure to and deleting the disclosure that is struck through from the first paragraph of page 69 of the Proxy Statement.
The Financial Projections include certain non-GAAP financial measures, including Adjusted EBITDA and any measures
therefrom. The Companys management included forecasts of Adjusted EBITDA in the Financial Projections because the Companys management believes such metrics provide useful information because they are commonly used by investors to assess
financial performance and operating results of ongoing business operations, and because the Companys management also believes that Adjusted EBITDA could be useful in evaluating the business, potential operating performance and cash flow of the
Company. Management believes that Adjusted EBITDA is important because it provides a more transparent view of the Companys underlying performance and operating trends. Non-GAAP financial measures should
not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as presented in this proxy statement may not be comparable
to similarly titled amounts used by the Company or other companies. The footnotes to the tables below provide certain supplemental information with respect to the calculation of non-GAAP financial measures.
Financial measures provided to financial advisors or bidders in connection with an acquisition transaction are not generally subject to SEC rules regarding disclosures of non-GAAP financial measures if such
measures are provided solely for disclosure purposes. SEC rules would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not relied upon by Rothschild & Co and Centerview for purposes of their respective fairness opinions or by the Board in connection with its consideration of
the merger. In addition, the Company has not historically provided reconciliations of forward-looking non-GAAP financial measures to GAAP financial measures because management cannot reliably predict all of
the information necessary to prepare such reconciliations. Accordingly, the Company has not provided a reconciliation of the non-GAAP financial measures included in Financial Projections.