CISN Cision Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒                            Filed by a party other than the Registrant  ☐

Check the appropriate box:

CISION LTD.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

130 E. Randolph Street, 7th Floor

Chicago, IL 60601

Dear Fellow Shareholder:

It is my pleasure to invite you to join us at an extraordinary general meeting (the “special meeting”) of the shareholders of Cision Ltd. (“Cision,” the “Company,” “we,” “our” or “us”), which will be held on December 19, 2019 at 9:30 a.m., Eastern Standard Time at the Bethesda Marriott, 5151 Pooks Hill Road, Bethesda, Maryland 20814.

At the special meeting, holders of our ordinary shares, par value $0.0001 per share (the “Cision ordinary shares”), will be asked to consider and vote on a proposal by special resolution to authorize and approve (a) the Agreement and Plan of Merger (the “merger agreement”) entered into on October 22, 2019, by and among the Company, MJ23 UK Acquisition Limited, a private company limited by shares incorporated in England and Wales (“Parent”), and Castle Merger Limited, a Cayman Islands exempted company with limited liability and a wholly-owned subsidiary of the Parent (“Merger Sub”), relating to the proposed acquisition of the Company by Parent and (b) the plan of merger required to be filed with the Cayman Islands Registrar of Companies, attached as an exhibit to the merger agreement (as it may be amended from time to time, the “plan of merger”), and (c) the transactions contemplated by the merger agreement and the plan of merger, including the merger (as defined below) of the Company and Merger Sub pursuant to the Companies Law (2018 Revision) of the Cayman Islands (the “Transactions”). Parent and Merger Sub are affiliates of the private equity investment firm Platinum Equity Advisors, LLC (“Platinum”). Pursuant to the merger agreement, Merger Sub will be merged with and into the Company (the “merger”) with the Company continuing as the surviving company as a wholly-owned subsidiary of Parent (the “Surviving Company”), and, pursuant to the merger, each Cision ordinary share issued and outstanding immediately prior to the effective time of the merger (other than Cision ordinary shares held by the Company, Parent or Merger Sub and Cision ordinary shares held by shareholders who have validly exercised and perfected and not effectively withdrawn or lost their rights to dissent under the applicable provisions of the Companies Law (2018 Revision) of the Cayman Islands (the “CICL”)) will be cancelled and exchanged at the effective time of the merger into the right to receive merger consideration of $10.00 in cash without interest and subject to any applicable withholding taxes.

The Board of Directors of the Company (the “Board”) has unanimously (i) determined that the merger is in the best interests of Cision; (ii) determined that it is in the best interests of Cision to enter into the merger agreement and the plan of merger; (iii) approved the execution and delivery of the merger agreement by Cision, the performance by Cision of its covenants and other obligations thereunder and the consummation of the transactions contemplated thereby upon the terms and subject to the conditions set forth therein; (iv) directed that the plan of merger be submitted to the Cision shareholders for authorization; (v) subject to the Cision shareholders authorizing the plan of merger, approved the execution and delivery of the plan of merger by Cision; and (vi) resolved to recommend that the Cision shareholders authorize the plan of merger and approve and/or authorize such other matters that are submitted for their authorization and/or approval in connection with the merger agreement, the plan of merger and the Transactions. The Board unanimously recommends that the shareholders of the Company vote “FOR” the proposal by special resolution to authorize the plan of merger. At the special meeting, shareholders will also be asked to consider and vote on (i) the proposal by ordinary resolution to approve, on an advisory and non-binding basis, specified compensation that may become payable to the named executive officers of the Company in connection with the merger and (ii) the proposal by ordinary resolution to approve one or more adjournments of the special meeting if determined necessary by the chairman in certain circumstances. The Board unanimously recommends that you vote “FOR” each of these proposals.

The enclosed proxy statement describes the merger agreement, the plan of merger and the merger and provides specific information concerning the special meeting. In addition, you may obtain information about the Company from documents filed with the Securities and Exchange Commission. We urge you to, and you should, read the entire proxy statement carefully, and its appendices, including the merger agreement and the plan of merger, as it sets forth the details of the merger agreement and the plan of merger, and other important information related to the merger.

Your vote is very important regardless of the number of Cision ordinary shares you own. Whether or not you plan to attend the special meeting, please mark, validly sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying postage-paid envelope, or submit your proxy electronically by telephone or over the Internet (please follow the instructions for voting by telephone or Internet on your proxy card). The merger cannot be completed unless shareholders holding at least two-thirds of the Cision ordinary shares present and voting in person or by proxy at the special meeting affirmatively vote in favor of the proposal by special resolution to authorize the merger agreement, the plan of merger and the Transactions. If you fail to submit a proxy over the Internet, by telephone, by mail or otherwise fail to attend the special meeting and cast your vote in person or fail to give voting instructions to your brokerage firm, bank or other nominee, your shares will not count towards quorum at the special meeting, and if a quorum is present, it will have no effect on any of the special meeting proposals.

While shareholders may exercise their right to vote their Cision ordinary shares in person, we recognize that many shareholders may not be able to attend the special meeting or may wish to have their Cision ordinary shares voted by proxy even if they are able to attend. Accordingly, we have enclosed a proxy card that will enable your Cision ordinary shares to be voted on the matters to be considered at the special meeting regardless of whether you are able to attend. Submitting a proxy will ensure that your Cision ordinary shares are represented at the special meeting, but will not prevent you from submitting a subsequent proxy to change your voting instructions or from voting your Cision ordinary shares in person if you subsequently choose to attend the special meeting.

If your Cision ordinary shares are held through a brokerage firm, bank or other nominee, you should follow the directions provided by your brokerage firm, bank or other nominee regarding how to instruct your brokerage firm, bank or other nominee to vote your Cision ordinary shares. Without following those instructions or obtaining a “legal proxy” to vote your Cision ordinary shares through your brokerage firm, bank or other nominee, your Cision ordinary shares will not be voted.

If you have any questions or need assistance in voting your Cision ordinary shares, please contact our proxy solicitor, D.F. King & Co., Inc., toll free at (866) 342-2676 or collect at (212) 269-5550.

We appreciate your continued support of Cision.

Sincerely,

Kevin Akeroyd

President, Chief Executive Officer and Director

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated December 3, 2019 and is first being mailed to Cision shareholders on or about December 3, 2019.

130 E. Randolph Street, 7th Floor

Chicago, IL 60601

Notice of Special Meeting of Shareholders

Notice is hereby given that an extraordinary general meeting (the “special meeting”) of shareholders of Cision Ltd. (“Cision” or the “Company”) will be held on December 19, 2019 at 9:30 a.m. Eastern Standard Time, at the Bethesda Marriott, 5151 Pooks Hill Road, Bethesda, Maryland 20814. Shareholders of record at the close of business on November 20, 2019 are entitled to vote at the special meeting. You have received these proxy materials because our Board of Directors (the “Board”) is soliciting your proxy to vote your Cision ordinary shares at the special meeting.

At the special meeting, you will be asked to consider and vote upon the following resolutions:

1.    THAT, as a special resolution, (a) the Agreement and Plan of Merger (the “merger agreement”) entered into on October 22, 2019, by and among the Company, MJ23 UK Acquisition Limited, a private company limited by shares incorporated in England and Wales (“Parent”), and Castle Merger Limited, a Cayman Islands exempted company with limited liability and a wholly-owned subsidiary of the Parent (“Merger Sub”) relating to the proposed acquisition of the Company by Parent and (b) the plan of merger required to be filed with the Cayman Islands Registrar of Companies, attached as an exhibit to the merger agreement (as it may be amended from time to time, the “plan of merger”), and (c) the transactions contemplated by the merger agreement and the plan of merger, including the merger of the Company and Merger Sub pursuant to the Companies Law (2018 Revision) of the Cayman Islands (the “Transactions”) be authorized and approved in all respects.

2.    THAT, as an ordinary resolution, on a non-binding, advisory basis, payment of specified compensation that may become payable to the Company’s named executive officers that is based on or otherwise relates to the merger as disclosed in this proxy statement pursuant to Item 402(t) of Regulation S-K under this proxy statement’s section titled “Golden Parachute Compensation” and the corresponding table and the footnotes thereto, be approved.

3.    THAT, as an ordinary resolution, if the chairman determines it necessary to adjourn the special meeting, as permitted by the merger agreement and the amended and restated memorandum and articles of association of the Company, the meeting be adjourned as directed by the chairman.

Our Board has fixed the close of business on November 20, 2019 as the record date for the purpose of determining the shareholders who are entitled to receive notice of, and to vote at, the special meeting and any adjournment thereof. Only shareholders of record at the close of business on the record date are entitled to notice of, and to vote at, the special meeting and at any adjournment of such special meeting (unless the Board fixes a new record date for shareholders entitled to receive notice of, and to vote at, any adjournment of the special meeting in accordance with the merger agreement and the Company’s amended and restated memorandum and articles of association). Each shareholder entitled to vote at the special meeting is entitled to one vote for each Cision ordinary share held by such shareholder on the record date.

The Board has unanimously (i) determined that the merger is in the best interests of Cision; (ii) determined that it is in the best interests of Cision to enter into the merger agreement and the plan of merger; (iii) approved the execution and delivery of the merger agreement by Cision, the performance by Cision of its covenants and other obligations thereunder and the consummation of the transactions contemplated thereby upon the terms and subject to the conditions set forth therein; (iv) directed that the plan of merger be submitted to the Cision shareholders for authorization; (v) subject to the Cision shareholders authorizing the plan of merger, approved the execution and delivery of the plan of merger by Cision; and (vi) resolved to recommend that the Cision shareholders authorize the plan of merger and approve and/or authorize such other matters that are submitted for their authorization and/or approval in

connection with the merger agreement, the plan of merger and the Transactions. The Board unanimously recommends that the Cision shareholders vote “FOR” the proposal by special resolution to authorize the merger agreement, the plan of merger and Transactions (the “merger proposal”), “FOR” the advisory and non-binding proposal by ordinary resolution to approve specified compensation that may become payable to the Company’s named executive officers in connection with the merger and “FOR” the proposal by ordinary resolution to approve one or more adjournments of the special meeting, if determined necessary by the chairman in certain circumstances.

Under Cayman Islands law, if the merger is completed, Cision shareholders who provided written objection to the merger before the vote at the special meeting to authorize the merger agreement, the plan of merger and the Transactions, and thereafter perfect and do not withdraw their dissent will have the right to be paid the fair value of their shares, as ultimately determined by the Grand Court of the Cayman Islands, provided that they comply with all of the requirements of Section 238 of the Companies Law (2018 Revision) of the Cayman Islands (the “CICL”). This fair value amount could be more than, the same as or less than the per share merger consideration of $10.00 per share payable pursuant to the terms of the merger agreement. Dissenters’ rights are available only to registered holders of Cision ordinary shares. Section 238 of the CICL is reproduced in its entirety in Annex F to the accompanying proxy statement and is incorporated into this proxy statement by reference.

In order for the merger to be completed, the merger proposal must be approved by a special resolution of the Company passed by an affirmative vote of holders of shares representing at least two-thirds of the shares present and voting in person or by proxy at the special meeting.

Your vote is important. Whether or not you plan to attend the special meeting in person, please mark, validly sign, date and return the enclosed proxy card in the accompanying postage-paid envelope, or submit your proxy electronically by telephone or over the Internet as promptly as possible to ensure that your Cision ordinary shares are represented at the special meeting. Please follow the instructions for voting by telephone or Internet on your proxy card. If you receive more than one proxy because you own Cision ordinary shares registered in different names or addresses, each proxy should be submitted.

If you attend the special meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. You also may revoke your proxy at any time before the vote at the special meeting by following the procedures outlined in the accompanying proxy statement.

If your Cision ordinary shares are held through a brokerage firm, bank or other nominee, you should instruct your bank, brokerage firm or other nominee how to vote your Cision ordinary shares in accordance with the voting instruction form that you will receive from your bank, brokerage firm or other nominee. Your bank, brokerage firm or other nominee cannot vote on any of the proposals, including the merger proposal, without your specific instructions.

By Order of the Board of Directors

Steve Solomon

Secretary

December 3, 2019

Beltsville, Maryland

YOUR VOTE IS IMPORTANT

Whether or not you are able to attend the special meeting in person, please follow the instructions included on the enclosed proxy card and submit your proxy by telephone or over the Internet, or mark, validly sign and date the enclosed proxy card and return it in the postage-paid envelope provided as promptly as practicable. Please follow the instructions for voting by telephone or Internet on your proxy card. If you have Internet access, the Company encourages you to submit your proxy over the Internet. Submitting a proxy over the Internet, by telephone or by mail will not limit your right to vote in person at the special meeting. If you attend the special meeting in person or by proxy and abstain from voting, it will have no effect on the proposal by special resolution to authorize the merger agreement, the plan of merger and the Transactions (the “merger proposal”), the advisory and non-binding proposal by ordinary resolution on specified compensation that may become payable to the Company’s named executive officers in connection with the merger and the proposal by ordinary resolution to approve one or more adjournments of the special meeting if determined necessary by the chairman in certain circumstances to the extent permitted by the merger agreement and the amended and restated memorandum and articles of association of the Company. If you fail to submit a proxy over the Internet, by telephone or by mail and otherwise fail to attend the special meeting and cast your vote in person, or if you hold your Cision ordinary shares in “street name” and fail to give voting instructions to your brokerage firm, bank or other nominee, it will have no effect on the outcome of any of the special meeting proposals. If you return a validly signed and dated proxy card but do not mark the box showing how you wish to vote, your Cision ordinary shares will be voted “FOR” the merger proposal, “FOR” the approval of the advisory and non-binding proposal by ordinary resolution on specified compensation that may become payable to the Company’s named executive officers in connection with the merger and “FOR” the proposal by ordinary resolution to adjourn the special meeting if determined necessary by the chairman in certain circumstances.

ADDITIONAL INFORMATION

For additional information about the merger, assistance in submitting proxies or voting Cision ordinary shares, or to request additional copies of the proxy statement or the enclosed proxy card, please contact the Company’s proxy solicitor at:

48 Wall Street

New York, New York 10005

Shareholders Call Toll Free: (866) 342-2676

All Others Call Collect: (212) 269-5550

E-mail: CISN@dfking.com

If your Cision ordinary shares are held through a brokerage firm, bank or other nominee, you should also contact your brokerage firm, bank or other nominee for additional information.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING TO BE HELD ON DECEMBER 19, 2019.

The proxy statement is available in the “Investor Relations” section of the Company’s website at https://investors.cision.com. The information contained on, or accessible through, the Company’s website is not incorporated in, and does not form a part of, the proxy statement or any other report or document filed by or furnished to the Securities and Exchange Commission by the Company.

SUMMARY TERM SHEET

The following summary highlights information in this proxy statement related to the merger of Castle Merger Limited with and into Cision Ltd. (the “merger”) and may not contain all the information that is important to you. Accordingly, the Company encourages you to read carefully this entire proxy statement, its annexes and the documents referred to in this proxy statement. Each item in this summary includes a page reference directing you to a more complete description of the item in this proxy statement.

In this proxy statement, the terms the “Company,” “Cision” and “we” refer to Cision Ltd., the term “Parent” refers to MJ23 UK Acquisition Limited, the term “Merger Sub” refers to Castle Merger Limited, the term “merger agreement” refers to the Agreement and Plan of Merger, dated as of October 22, 2019, by and among Parent, Merger Sub and the Company, as such agreement may be amended from time to time, which is attached to this proxy as Annex A and the term “plan of merger” refers to the plan of merger, as it may be amended from time to time, required to be filed with the Cayman Islands Registrar of Companies, attached as an exhibit to the merger agreement and attached as Annex B to this proxy statement.

The Companies (Page 28)

Cision Ltd. (“Cision”) Cision is a leading global provider of earned media software and services to public relations and marketing communications professionals. Cision’s software allows users to identify key influencers, craft and distribute strategic content, and measure meaningful impact. Cision has over 4,800 employees with offices in 22 countries throughout the Americas, EMEA and APAC. Cision’s ordinary shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “CISN.”

Cision Ltd.

Attention: Secretary

130 E. Randolph St., 7th Floor

Chicago, IL 60601

MJ23 UK Acquisition Limited (“Parent”). Parent is a private company limited by shares incorporated in England and Wales. Parent is indirectly controlled by certain private equity investment funds advised by Platinum Equity Advisors, LLC (“Platinum”).

MJ23 UK Acquisition Limited

c/o Platinum Equity Advisors, LLC

360 North Crescent Drive, South Building

Beverly Hills, CA 90210

(310) 712-1850

Castle Merger Limited (“Merger Sub”). Merger Sub is a Cayman Islands exempted company with limited liability and a wholly owned subsidiary of Parent. Merger Sub was formed by Parent solely for the purpose of entering into the merger agreement and, subject to the terms and conditions thereof, completing the transactions contemplated thereby and the related financing transactions. Upon consummation of the merger, Merger Sub will cease to exist, and Cision Ltd. will continue as the Surviving Company and as a wholly owned subsidiary of Parent.

Castle Merger Limited

c/o Platinum Equity Advisors, LLC

360 North Crescent Drive, South Building

Beverly Hills, CA 90210

(310) 712-1850

1

memorandum and articles of association of the Company. If the Cision shareholders approve the adjournment proposal, the Company could adjourn the special meeting, and any adjourned session of the special meeting.

The Board unanimously recommends that the Cision shareholders adopt the following proposal by ordinary resolution:

“RESOLVED, that if the chairman determines it necessary to adjourn the special meeting, as permitted by the merger agreement and the amended and restated memorandum and articles of association of the Company, the meeting be adjourned as directed by the chairman.”

If, at the special meeting, the number of Cision ordinary shares present and voting in person or by proxy and voting in favor of the merger proposal is not sufficient to approve that proposal, the Company may move to adjourn the special meeting in order to enable the Company’s directors, officers and employees to solicit additional proxies for the authorization of the merger agreement, the plan of merger and the Transactions. In that event, the Company will ask its shareholders to consider and vote only to approve the advisory and non-binding named executive officer merger-related compensation proposal compensation that may become payable to the Company’s named executive officers in connection with the merger and the adjournment proposal, and not the merger proposal. Approval of this resolution would also permit the chairman to adjourn the special meeting for other reasons, as determined necessary by the chairman, to the extent permitted by the merger agreement and the amended and restated memorandum and articles of association of the Company. The approval of adjournment proposal, if the chairman determines it necessary to adjourn the special meeting, as permitted by the merger agreement and the amended and restated memorandum and articles of association of the Company, requires the affirmative vote by the holders of at least a simple majority of the Cision ordinary shares present and voting in person or by proxy at the special meeting. If you attend the special meeting in person or by proxy and abstain from voting, but it will have no effect on the outcome of the proposal to adjourn the special meeting.

The adjournment proposal relates only to an adjournment of the special meeting if the chairman determines it necessary to adjourn the special meeting, as permitted by the merger agreement and the amended and restated memorandum and articles of association of the Company. The Company retains full authority, to the extent set forth in its amended and restated memorandum and articles of association and Cayman Islands law, to adjourn the special meeting (at which a quorum is present) for any other purpose with the consent of the special meeting.

The Board unanimously recommends that holders of Cision ordinary shares vote “FOR” the adjournment proposal.

27

THE COMPANIES

Cision Ltd. Cision is a leading global provider of earned media software and services to public relations and marketing communications professionals. Cision’s software allows users to identify key influencers, craft and distribute strategic content, and measure meaningful impact. Cision has over 4,800 employees with offices in 22 countries throughout the Americas, EMEA, and APAC. Cision’s ordinary shares are listed on the NYSE under the symbol “CISN.”

Cision Ltd.

Attention: Secretary

130 E. Randolph St., 7th Floor

Chicago, IL 60601

MJ23 UK Acquisition Limited. Parent is a private company limited by shares incorporated in England and Wales. Parent is indirectly controlled by certain private equity investment funds advised by Platinum.

MJ23 UK Acquisition Limited

c/o Platinum Equity Advisors, LLC

360 North Crescent Drive, South Building

Beverly Hills, CA 90210

(310) 712-1850

Castle Merger Limited. Merger Sub is a Cayman Islands exempted company with limited liability and a wholly owned subsidiary of Parent. Merger Sub was formed by Parent solely for the purpose of entering into the merger agreement and, subject to the terms and conditions thereof, completing the transactions contemplated thereby and the related financing transactions. Upon consummation of the merger, Merger Sub will cease to exist, and Cision will continue as the Surviving Company and as a wholly-owned subsidiary of Parent.

Castle Merger Limited

c/o Platinum Equity Advisors, LLC

360 North Crescent Drive, South Building

Beverly Hills, CA 90210

(310) 712-1850

28

THE MERGER

Background of the Merger

As a matter of course and in their ongoing focus on enhancing shareholder value, the Board and the Company’s management (“Management”), at times with the assistance of outside advisors, have regularly reviewed and evaluated the Company’s business plan and long-term strategy, including the review of a variety of strategic alternatives to take into account the changing developments, trends, risks and conditions affecting the business and its industry generally. During the process leading up to the merger of Cision’s predecessor with Capitol Acquisition Corp. III in 2017 (such merger is referred to herein as the “SPAC Merger”), Management and the board of directors of Cision’s predecessor held discussions from time to time with financial sponsors to assess interest in an acquisition of Cision’s predecessor as an alternative to the SPAC Merger.

Prior to and since the Company’s public listing on the NYSE in June 2017, as a result of the SPAC Merger, Cision has evaluated its business operations and pursued acquisition opportunities to advance its long-term strategic goals and enhance shareholder value and has completed and integrated a number of such acquisitions. Cision has also, from time to time, considered whether to divest certain of its businesses. In connection with these activities, the Board and Management received inquiries from time to time regarding the possible acquisition of the Company or other strategic alternatives involving the Company’s businesses. Other than as described above and below, since the completion of the SPAC Merger, none of these inquires or prior discussions progressed beyond a preliminary phase.

Beginning in September 2018, as a result of the periodic informal inquiries described in the foregoing paragraph, Mark Anderson, the chairman of the Board, engaged in several informal discussions with representatives of Deutsche Bank Securities Inc. (“Deutsche Bank”) regarding outreach Management had received from potential financial sponsor and strategic buyers. Mr. Anderson contacted representatives of Deutsche Bank in order to facilitate discussions between potential bidders and Mr. Akeroyd and to evaluate any interest received from third parties.

From September through December 2018, Mr. Akeroyd attended several meetings facilitated, at the Board’s direction, by representatives of Deutsche Bank with potential financial sponsor acquirers. The purpose of these informal meetings was to solicit feedback from the participants with respect to their potential interest in participating in a strategic transaction process involving the Company.

On December 11, 2018, certain members of the Board, including Mr. Anderson, at the request of certain members of the Board, received a presentation from representatives of Deutsche Bank regarding the possibility and prospects of the Company engaging in a strategic transaction process. Deutsche Bank’s presentation, at the direction of the Board, included an overall market assessment, analysis of potential participants in any potential strategic transaction process and viewpoints on the likelihood and benefits of a strategic transaction. The members of the Board and Management who were present at the meeting engaged in extensive discussion regarding Deutsche Bank’s presentation. Ultimately, Mr. Anderson and the other Board members were of the view that the Board should not engage in a formal strategic transaction process at that time, but that representatives of Deutsche Bank should continue its informal outreach so that the Board could continue to evaluate whether a formal strategic transaction process would be in the best interest of the Company.

At a meeting of the Board on December 17, 2018, Mr. Anderson informed members of the Board not present at the December 11th meeting of its contents. The Board unanimously determined to direct representatives of Deutsche Bank to continue its informal outreach to third parties who might be interested in engaging in a strategic transaction process.

During January and February 2019, Management prepared presentation materials which would be used in connection with the outreach to third parties.

29

Between February 19, 2019 and February 28, 2019, at the Board’s direction, representatives of Deutsche Bank contacted 14 financial sponsors and three strategic parties to gauge their interest in a potential strategic transaction to acquire Cision. The financial sponsors selected were perceived as possessing adequate financial capacity to consummate a strategic transaction without the need for co-bidders and were all familiar with the industries in which the Company operates. The strategic parties contacted all had existing commercial relationships with the Company, were familiar with its business and had potential synergy opportunities. Deutsche Bank’s initial outreach resulted in the execution of confidentiality agreements with eight financial sponsors, including four financial sponsors referred to herein as Parties A, B, C and E. The form confidentiality agreements provided to all interested parties throughout the informal (and later formal) strategic transaction process contained customary standstill obligations and prohibited the counterparties from (i) requesting a waiver of the standstill provisions, but expressly permitted such counterparty to submit confidential proposals for consideration by the Board, (ii) having discussions with any potential co-bidder in connection with a potential acquisition of the Company, (iii) contacting any potential sources of debt financing for a potential acquisition of the Company, or (iv) entering into any exclusive financing arrangements, in each case, without the prior consent of the Company. Between March 5, 2019 and March 22, 2019, Management participated in presentations with the eight financial sponsors that signed a confidentiality agreement with the Company, including a presentation with Party A on March 5, 2019 and with Party B on March 6, 2019. These presentations involved a discussion of the Company’s business, an overview of the industries in which the Company operates, an introduction to Management and selected historical financial information. Representatives of Deutsche Bank also attended these presentations at the request of the Board. Presentation materials were provided to parties in advance. During that same time, Management prepared responses to preliminary diligence inquiries from various parties who had executed confidentiality agreements with Cision. At the direction of the Board, neither at these presentations nor at any other time prior to signing the Merger Agreement were there any discussions by Management with any interested party participating in the sale process regarding the terms of any post-closing employment or post-closing equity participation for Management in the surviving company in connection with a potential strategic transaction.

On March 4, 2019, a news story was published, citing unnamed sources, reporting that Cision was discussing a possible sale with financial sponsors. Over the next several weeks, representatives of Deutsche Bank received inbound inquiries from three financial sponsor parties, including the financial sponsor party referred to herein as Party D and a financial sponsor referred to herein as Party G, which were communicated to the Board. The Board and Management determined not to pursue discussions with Party D at that time due to concerns that a strategic transaction with Party D could present significant regulatory challenges as a result of various of its portfolio holdings.

On March 20, 2019, Party A and Party B, each separately submitted written indications of interest to acquire Cision at a purchase price of $16.00 per ordinary share. On that same date, representatives of Deutsche Bank also received a verbal indication of interest from Party C with respect to an acquisition of Cision at a purchase price of $14.00 per ordinary share. Around the same date, 13 of the 14 other parties contacted at the direction of the Board by representatives of Deutsche Bank (i.e., other than Party A, Party B and Party C) indicated that they were not interested in pursuing a potential transaction with Cision at the time, citing, among other reasons, concerns over the Company’s ability to accelerate organic growth, the decreasing likelihood that the Company would be able to source accretive M&A transactions going forward and the potential for disruption from established and emerging competitors. The only other remaining interested party, a financial sponsor, indicated that it needed to perform additional due diligence on the Company before submitting a bid.

In late March 2019, in connection with assessing whether to conduct a formal strategic transaction process, the Board discussed a desire to interview selected financial advisors in addition to Deutsche Bank. Based on, among other things, their reputation, experience and familiarity with Cision’s business and industry, each of Centerview Partners LLC (“Centerview”) and Rothschild & Co US Inc. (“Rothschild & Co”) and a third additional potential financial advisor were invited to discuss with the Board their respective qualifications and views on a strategic alternatives review process.

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On March 27, 2019, the Board held a meeting attended by certain members of Management and Cision’s outside legal advisors, Kirkland & Ellis LLP (“Kirkland”) and Walkers (“Walkers”). At the meeting, Management provided the Board with an update on the informal outreach conducted at the direction of the Board by Deutsche Bank. Management noted that, of the 17 parties initially contacted (consisting of 14 financial sponsors and three strategic parties), eight participated in management meetings, resulting in the three written and/or oral indications of interest received from Party A, Party B and Party C. Subsequently, Kirkland and Walkers gave presentations to, and answered questions from, the Board relating to general legal considerations in connection with a potential strategic process undertaken by Cision, including applicable standards of review and guidance for decision-making when considering the exploration of a possible sale transaction, the Board’s fiduciary duties under applicable Cayman Islands Law attendant to addressing inbound inquiries and/or managing a strategic transaction process, should one be formalized, and the individual Board members’ responsibilities to disclose any potential conflicts to the Board so that the Board could address any such conflicts as necessary. The Board, together with Management and certain of its advisors, considered whether to proceed with a strategic transaction process that may culminate in a sale of the Company. The Board considered various approaches to strategic alternatives, as well as its fiduciary duties in connection with such activities. In particular, the Board focused on the potential distraction that a strategic transaction process could cause to Cision’s employees and management team, the benefit of a strategic transaction process to Cision’s shareholders and the Board’s desire to carefully manage, oversee and control any strategic transaction process in light of the meaningful interest conveyed by Party A, Party B and Party C. The Board was also concerned with balancing market rumors or other disruptions to Cision’s business given the Board’s then-current commitment to Cision’s standalone long-term plan. Following discussion, the Board concluded that it was in the best interest of Cision to move forward with a formal market check of interested parties in a strategic transaction process.

Following such presentations and discussions, in separate meetings, representatives of Centerview, Deutsche Bank, Rothschild & Co and a fourth potential financial advisor each gave presentations to the Board regarding their qualifications to serve as the Company’s financial advisor. The Board asked questions and considered the relative qualifications of the potential financial advisors with respect to each potential financial advisor’s reputation in the marketplace, experience with strategic transactions involving software and technology-based companies and overall familiarity with the media and public relations industries. In light of these considerations, the Board determined to engage Rothschild & Co as the lead financial advisor and Centerview and Deutsche Bank as co-advisors, in each case, subject to reviewing such advisors’ relationship disclosures and negotiation of mutually acceptable engagement and indemnification terms. The Board determined that Rothschild & Co would serve as the main point of contact for all bidders and that Deutsche Bank would transition all discussions with any potential bidders to Rothschild & Co and would no longer participate in outreach or discussions with potential parties regarding a potential transaction. The Board also requested that Rothschild & Co and Centerview be engaged to deliver fairness opinions to the Board, in the event that the terms of a transaction were finalized in the future. The Board then authorized certain of its financial advisors, together with Management, to continue their outreach to new and previously contacted interested parties.

Following the March 27th meeting, representatives of Rothschild & Co and Centerview, at the direction of the Board, contacted an additional 11 strategic parties and three financial sponsors selected on the basis that they had the sufficient financial capacity to consummate a transaction without the need for co-bidders. All of the parties contacted, other than a strategic party referred to herein as Party J, either declined to participate in a strategic transaction process or declined to engage in a strategic transaction process following the execution of a confidentiality agreement with the Company citing, among other reasons, the significant integration that needed to be done among the Company’s various business units, the Company’s decelerating growth rate and concerns over management’s ability to execute on the Company’s long-term financial plan. On April 3, 2019, Cision entered into a confidentiality agreement with Party J and on that same day Management participated in a meeting with Party J with respect to the Company’s business, an overview of the industries in which the Company operates, an introduction to Management and the presentation selected historical financial information. Representatives of Rothschild & Co also attended the meeting. During this time, the Board also instructed

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Management to begin preparing financial projections with respect to the Company, to be presented to the Board at the next meeting.

On April 8, 2019, Party A and Party B were granted access to confidential information of Cision, including through Cision’s virtual data room, so that such parties could begin conducting preliminary due diligence on the Company. On April 10, 2019, representatives of Rothschild & Co contacted Party G, a financial sponsor which had previously registered inbound interest with representatives of Deutsche Bank following the release of the March 4th news article. Party G informed the representatives of Rothschild & Co that it would be interested in co-bidding with a financial sponsor referred to herein as Party H. On April 10 and 11, 2019, the Company entered into confidentiality agreements with each of Party G and Party H.

Between April 11, 2019 and April 15, 2019, Management held meetings with Party A, Party B, Party G and Party H. At these meetings, the parties were provided with presentation materials regarding the Company’s business, the industries in which it operates, the background and experience of Management and certain selected historical financial information.

On April 16, 2019, the Board held a meeting at which representatives of Kirkland, Rothschild & Co and Centerview were present to discuss the status of the strategic discussions. As an initial matter, a representative of Rothschild & Co, at the request of the Board, provided the Board with a general market update with respect to the trading price performance of the Company’s ordinary shares. A representative of Rothschild & Co then provided an overview of the outreach process to date, including that the Company had been informed by Party E and another financial sponsor contacted at the direction of the Board during Deutsche Bank’s initial outreach that, although both parties were potentially interested in a strategic transaction process, neither party would be interested in participating in a strategic transaction process at a premium to the Company’s then-current trading price, citing, among other concerns, that the Company’s ordinary shares were already fully-valued. Following Rothschild & Co’s update on the outreach process, Management presented its financial projections (the “April 2019 Projections”). The April 2019 Projections are further described in this proxy statement in the section captioned “Certain Unaudited Financial Projections.” Management provided a summary of the methodology and key assumptions used in order to generate the April 2019 Projections. The Board asked Management numerous pertinent questions with respect to Management’s presentation of the April 2019 Projections. After extensive discussion, the Board directed representatives of Rothschild & Co and Centerview to use the April 2019 Projections in their respective preliminary financial analyses. During an executive session at the conclusion of the April 16th meeting, Kirkland reiterated for the Board its fiduciary obligations in the context of continuing discussions with potential parties in a strategic transaction process as well as the importance of Management adhering to the guidelines prepared by Kirkland with respect to communications and discussions with potential bidders. Kirkland further summarized the engagement letter negotiations to date with each of the financial advisors and provided the Board with a written summary presentation of the key terms in the engagement letters. Kirkland also discussed the relationship disclosures provided by each of the financial advisors to the Board. The Board provided feedback to Kirkland on the terms of the engagement letters and directed Kirkland to finalize negotiations with the financial advisors with respect to their engagement letters. As a final matter of business, Kirkland discussed certain management guidelines circulated to Management with respect to communications and discussions with potential bidders. In particular, these guidelines instructed Management to refrain from discussions with potential bidders relating to compensation or employment matters with any potential bidders.

On April 26, 2019, the Board held a meeting at which representatives of Kirkland, Rothschild & Co and Centerview were present to discuss the status of the strategic discussions. At the request of the Board, a representative of Rothschild & Co provided an overview of discussions with Party A and Party B and informed the Board that both parties continued to demonstrate the most interest to date in the process, and Party A had inquired whether Rothschild & Co could identify any value-added partners that might be willing to team with Party A in order to enhance Party A’s final bid. The representative of Rothschild & Co also informed the Board that Party C had declined to pursue a potential strategic transaction with Cision at that time, citing, in their view, that the Company’s shares were already fully-valued and that Party C did not believe that the Company’s

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historical growth was indicative of its potential future growth. Kirkland then informed the Board that the engagement letter with Rothschild & Co had been finalized and executed by the Company. The Board and its advisors present at the meeting then discussed an illustrative timeline for a strategic transaction process and whether potential bidders should be instructed to comply with specific bid deadlines. After extensive discussion, the Board concluded not to adopt a fixed timeline for the process at that time in order to engage additional bidders and avoid undue pressure on the bidders already participating in the process, which could cause such bidders to withdraw.

On May 2, 2019, the Company entered into a confidentiality agreement with a financial sponsor referred to herein as Party I, which was first contacted, at the direction of the Board, by representatives of Rothschild & Co on April 25, 2019.

Throughout late April and early May, representatives of Cision and certain of Cision’s tax, financial and accounting advisors participated in due diligence meetings with Party A and its representatives, at the request of Party A. Management also held meetings with Party B, Party I and Party J. Representatives of Rothschild & Co also attended these meetings.

On May 3, 2019, the Board held a meeting at which representatives of Kirkland, Rothschild & Co and Centerview were present. At the request of the Board, a representative of Rothschild & Co provided the Board with an update on the strategic transaction process, and noted that Party I and Party J had become increasingly engaged in due diligence and discussions, but that neither party had indicated a potential purchase price or put forth a bid. Party I indicated an interest in serving as a source of equity financing to an eventual winning bidder but that it would not serve as the lead bidder for a strategic transaction with the Company. At the request of the Board, Rothschild & Co discussed the details of a proposed strategic transaction process letter, the form of which was presented to the Board. After extensive discussion among the Board and its advisors present at the meeting, the Board approved the form of the strategic transaction process letter but elected not to distribute the process letter to bidders at that time. At the request of the Board, representatives of Rothschild & Co and Centerview also presented their respective preliminary financial analyses with respect to the Company based on the April 2019 Projections. Kirkland also advised the Board that the engagement letter with Deutsche Bank had been finalized and executed by the Company on April 29th.

Following the May 3rd Board meeting, Mr. Anderson (in his capacity as chairman of the Board and with the approval of the other Board members), Management, and representatives of Kirkland, Rothschild & Co and Centerview finalized the strategic transaction process letter. Consistent with the timeline communicated to the Board, the process letter established a May 30, 2019 final bid deadline. On May 8, 2019, at the direction of the Board, representatives of Rothschild & Co distributed process letters to Party A, Party B, Party I and Party J, the only potential bidders who remained engaged in the strategic transaction process.

In early May, Party G and Party H informed representatives of Rothschild & Co that they were no longer interested in pursuing a strategic transaction with the Company citing, among other reasons, concerns over the Company’s ability to generate organic growth and the Company’s ability to integrate certain recently acquired businesses.

On May 10, 2019, the Board held a meeting at which representatives of Kirkland, Rothschild & Co and Centerview were present. At the request of the Board, a representative of Rothschild & Co provided the Board with an update on the status of discussions with potential bidders, noting that Party A and Party B continued to engage in due diligence. The representative of Rothschild & Co further noted that Party I and Party J continued to demonstrate interest in a strategic transaction although they had not indicated whether or not they would put forth a bid for the Company and that Party I continued to reiterate its desire to only serve as a source of equity financing to another bidder. The representative of Rothschild & Co then discussed a potential transaction process timeline and the speed at which potential bidders might be able to execute a transaction agreement. The representative of Rothschild & Co noted to the Board that while Party A was likely to meet the May 30th final

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bid deadline, Party B and Party J would likely require additional time. A representative of Kirkland then provided a detailed overview of the material terms of a proposed draft merger agreement to be provided to interested parties. After discussing these terms, the Board directed representatives of Rothschild & Co to distribute the bid draft merger agreement to potential bidders who had indicated that their diligence review was substantially complete and to instruct the bidders to deliver a mark-up of the merger agreement no later than May 23, 2019. The Board and its advisors present at the meeting then discussed whether to share the April 2019 Projections prepared by Management. After extensive discussion among the Board and its advisors, the Board determined that it was not in the best interests of the strategic transaction process to share the April 2019 Projections at that time.

On May 11, 2019, at the direction of the Board, a representative of Rothschild & Co distributed a draft of the merger agreement to Party A. At the direction of the Board, representatives of Rothschild & Co did not distribute a draft of the merger agreement to Party B or Party J due to the Board’s concerns that pressing either party on timing could result in their withdrawal from the strategic transaction process. At the direction of the Board, representatives of Rothschild & Co also did not distribute a draft of the merger agreement to Party I given its indication that it would only serve as a source of equity financing to the eventual winning bidder.

On May 14, 2019, Party B informed representatives of Rothschild & Co that it did not intend to continue pursuing a strategic transaction with Cision, citing concerns over the Company’s ability to integrate its various businesses and recent acquisitions, the Company’s recent underperformance from a financial perspective and the Company’s inability to generate significant organic growth in the future.

Also on May 14, 2019, Cision executed an engagement letter confirming the engagement of Centerview as a financial advisor to the Board.

On May 16, 2019, Party J informed representatives of Rothschild & Co that it no longer was pursuing a transaction with Cision, citing concerns regarding the Company’s organic growth.

On May 23, 2019, Party A’s counsel submitted to representatives of Rothschild & Co a comment memorandum with respect to the draft merger agreement in lieu of a comprehensive markup of the merger agreement. On May 24, 2019, Kirkland provided the Board with a copy of the comment memorandum received from Party A’s counsel along with its viewpoint on each of the key issues raised in the comment memorandum. Kirkland noted that it would discuss the comment memorandum at the next meeting of the Board.

On May 30, 2019, the final bid deadline as set forth in the May 8th process letter, Party A, the sole party still pursuing a potential strategic transaction with the Company, requested an extension through June 3, 2019 in order to submit its final bid, which was granted by the Board.

On June 3, 2019, the Board held a meeting at which representatives of Kirkland, Rothschild & Co and Centerview were present. Prior to the meeting, representatives of Centerview sent to the Board a presentation covering observations on the April 2019 Projections, perspectives on Cision’s standalone outlook and potential value-enhancing alternatives. At the request of the Board, representatives of Rothschild & Co informed the Board that Party A had indicated to representatives of Rothschild & Co that it would not be submitting a bid or pursuing a strategic transaction with the Company, citing concerns that the Company’s historical growth would not continue into the future, a lack of organic growth opportunities and the significant time the Company would require in order to integrate its recent acquisitions. Representatives of Rothschild & Co further informed the Board that during the course of the prior weeks, all other potential bidders for the Company had elected not to pursue a strategic transaction with the Company. Representatives of Rothschild & Co informed the Board that Party A had indicated its determination was final and that it would not offer any price at which it would be willing to consummate a strategic transaction with the Company. Due to the lack of interest by any of the potential bidders in the strategic transaction process conducted through such date, the Board decided to suspend the formal strategic transaction process and focus on the Company’s standalone strategic plan.

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Between March 20, 2019 (when the Company received indications of interest from Party A, Party B and Party C) and July 1, 2019, the Company’s stock price declined from $14.12 to $11.40 per ordinary share.

On July 1, 2019, Platinum contacted representatives of Deutsche Bank to discuss its interest in a potential strategic transaction. Representatives of Deutsche Bank directed Platinum to Mr. Anderson who then directed Platinum to contact representatives of Rothschild & Co. At the direction of the Board, representatives of Rothschild & Co informed Platinum on July 8, 2019, that the Board had not determined to re-engage in a formal strategic transaction process but that it would listen to Platinum’s potential interest.

Following the discussion with Platinum, representatives of Rothschild & Co contacted Mr. Anderson to determine whether the Board would be interested in receiving additional feedback from potential participants in a restarted strategic transaction process. Mr. Anderson, with the approval of the Board, directed representatives of Rothschild & Co to begin conducting informal outreach to determine whether sufficient interest existed in order to re-engage the transaction process, but that no confidential information should be shared at this time. Over the course of July, at the direction of the Board, representatives of Rothschild & Co contacted 13 financial sponsors (seven of which had been previously contacted during the initial strategic transaction process, including Party E and a financial sponsor referred to herein as Party F, which had previously been contacted by representatives of Deutsche Bank at the direction of the Board during the initial strategic transaction process), in addition to Platinum, and six strategic parties (none of which had been previously contacted). At the direction of the Board, representatives of Rothschild & Co informed the third parties that the Board was considering a potential strategic transaction process and that interested parties should submit indications of interest (based only on publicly available information) during the final week of July. Of the parties contacted, representatives of Rothschild & Co received feedback from one financial sponsor, referred to herein as Party K (who was not previously contacted during the initial strategic transaction process), and a financial sponsor, referred to herein as Party L that previously declined to participate in the strategic transaction process. Both parties cited the Company’s recent share price decline as motivation for their desire to potentially participate in a strategic transaction process.

On July 25, 2019 and July 26, 2019, Rothschild & Co received the following indications of interest:

On August 2, 2019, the Board held a meeting at which representatives of Rothschild & Co and Kirkland were present. A representative of Rothschild & Co informed the Board that, over the past several weeks, 19 parties, in addition to Platinum, were contacted at the direction of the Board with respect to participating in a potential strategic transaction process with the Company, 13 of which were financial sponsors and six of which were strategic parties. The representative of Rothschild & Co noted that Platinum, Party K and Party L had each submitted preliminary indications of interest and summarized each of the indications of interest, highlighting the financial consideration, timing and conditionality considerations noted above. The representative of Rothschild & Co also identified certain factors that had been raised by potential bidders as being particularly important to their willingness to engage in a renewed strategic transaction process, including timing of a potential transaction, management’s availability for diligence meetings and additional details regarding the Company’s data and integration. The representative of Rothschild & Co further informed the Board that (i) two financial sponsors,

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including a party referred to herein as Party M, had expressed an interest in serving as a source of equity financing to another bidder and (ii) four financial sponsors were continuing to evaluate a potential strategic transaction with Cision, including Party E and Party F. The representative of Rothschild & Co further noted that six financial sponsors (including five financial sponsors from the prior strategic transaction process that had been resurveyed) and five of the strategic parties that had been contacted elected not to participate in any potential strategic transaction process, citing continued concerns over the Company’s ability to generate organic growth and the ability to integrate prior acquisitions. Finally, at the request of the Board, the representative of Rothschild & Co provided the Board with an illustrative transaction timeline, including a proposed timeline for the preparation and presentation of updated financial projections from Management. The representative of Rothschild & Co noted that he did not believe that a formal transaction process timeline should be communicated to potential bidders at this time, given the concerns raised by the contacted parties that an expedited process timeline would dampen their interest. The Board asked questions throughout Rothschild & Co’s presentation and discussion, at the conclusion of which the Board authorized representatives of Rothschild & Co to formally re-commence the strategic transaction process by distributing confidentiality agreements to potential bidders, reopening the virtual data room and scheduling management meetings. The Board determined not to communicate a specific timeline for a strategic transaction process in order to permit representatives of Rothschild & Co to solicit as much interest from third parties as possible. The Board also directed Management to prepare updated financial projections.

On August 8, 2019, after market close, Cision announced its earnings for the three months ended June 30, 2019. The following day, the trading price of Cision Shares dropped approximately 32%, closing at $6.65 on August 9, 2019. Throughout August and September, at the request of the Board, representatives of Rothschild & Co continued to contact financial sponsors and strategic parties in order to assess their interest in participating in a potential strategic transaction process with the Company.

During the week of August 19, 2019, Management held meetings with Platinum, Party K, Party L and Party M. At these meetings, Management provided the parties with presentation materials and discussed an overview of the Company’s business, the Company’s current growth initiatives, the management team and its experience and selected financial highlights of the Company’s historical performance. On September 4, 2019, Management also held a meeting with Party F to review the materials. Representatives of Rothschild & Co also attended these meetings.

Between September 3, 2019 and September 4, 2019, Cision held in-person, financial diligence sessions with each of Platinum and Parties K, L and M, which were conducted at the request of each of the parties. Representatives of Rothschild & Co also attended these meetings. Also, on September 7, 2019, following entry into a confidentiality agreement with the Company, Platinum and Parties F, K, L and M were provided access to the virtual data room and received confidential information.

Between September 12, 2019 and September 19, 2019, Cision entered into confidentiality agreements and held meetings with a potential strategic acquirer, referred to herein as Party N, who was first contacted, at the direction of the Board, by representatives of Rothschild & Co on August 12, 2019, and two financial sponsors, referred to herein as Party O and Party P, respectively, who were first contacted, at the direction of the Board, by representatives of Rothschild & Co on September 3, 2019 and September 6, 2019, respectively. Representatives of Rothschild & Co attended these meetings. At these meetings, Management provided the parties with presentation materials and discussed an overview of the Company’s business, the Company’s current growth initiatives, the management team and its experience and selected financial highlights of the Company’s historical performance.

On September 19th, 2019, Party M notified representatives of Rothschild & Co that is was no longer pursuing a potential strategic transaction with Cision, citing concerns over the Company’s ability to generate organic growth and its ability to integrate its recently acquired businesses.

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On September 23, 2019, the Board held a meeting at which certain members of Management and representatives of Rothschild & Co, Centerview and Kirkland were present. Prior to the meeting, Management prepared updated financial projections (for purposes of this section, “September 2019 Projections”). The September 2019 Projections are further described in this proxy statement in the section captioned “Certain Unaudited Financial Projections.” Management provided an overview of the key assumptions and updated financial information underlying the September 2019 Projections and how they differed from the April 2019 Projections, noting that the September 2019 Projections reflected, among other things, trade and economic headwinds experienced by the Company since April and a growth forecast that had been revised downward based on the Company’s recent performance. The Board engaged in a detailed discussion and asked questions on, among other items, the underlying inputs and assumptions in the September 2019 Projections. Following such discussion, the Board instructed representatives of Rothschild & Co to share the September 2019 Projections with potential bidders still engaged in the strategic transaction process who request to see financial projections and directed Rothschild & Co and Centerview to utilize the September 2019 Projections in their respective preliminary financial analyses. At the request of the Board, a representative of Rothschild & Co then presented an update with respect to the strategic transaction process to the Board, noting that since Rothschild’s initial outreach in July 2019, an additional 10 parties had been contacted (including Parties N, O and P and two financial sponsors that were previously contacted during the prior strategic process) and a total of 30 parties had been contacted since the Board determined to engage in the current strategic transaction process, 21 of which were not previously contacted during the prior strategic transaction process. Of the 30 parties contacted, seven were strategic parties, six of which had declined and one of which, Party N, had attended a meeting with Management. The representative of Rothschild & Co further informed the Board that Platinum, Party K and Party L had been the most engaged parties. The representative of Rothschild & Co then provided the Board with an update regarding Cision’s share price performance over the prior two months, noting in particular the steep drop in share price that occurred shortly after the Company’s earnings release for the second quarter on August 8th. The representative of Rothschild & Co provided the Board with an updated illustrative process timeline setting forth key milestones, including a potential signing/announcement date between October 19th and October 23rd and informed the Board that not fixing deadlines for participants in the strategic transaction process could maximize the number of potential bidders. After extensive discussion, the Board determined to continue the process along the timeline outlined by the representative of Rothschild & Co, without setting any fixed deadlines at that time, in order to solicit the maximum amount of interest from third parties and potential bids for the Company.

At the meeting, a representative of Rothschild & Co also informed the Board that Party D, a financial sponsor that had sent an inbound interest after the March 4th news article was published, had expressed renewed interest in a strategic transaction with Cision. In light of Party D’s portfolio company investments, the Board and its advisors present at the meeting discussed potentially significant regulatory considerations that would be implicated by a strategic transaction with Party D and, as a result of these potential issues, the Board instructed representatives of Rothschild & Co to inform Party D that deal certainty, including as it pertains to regulatory matters, would be very important to the Board in considering any potential transaction with Party D and that Party D would have to confirm its willingness to provide the Company with the requisite deal certainty before Party D would be permitted to participate in the strategic transaction process. The representative of Rothschild & Co also informed the Board that Platinum had requested to receive a proposed draft merger agreement and had indicated an interest in expediting the timeline for a potential transaction. A representative of Kirkland then advised the Board on various considerations the Board would need to take into account in the event Platinum attempted to pre-empt or accelerate the timeline of the strategic transaction process, including the use of a customary “go-shop” provision in the merger agreement to permit Cision to solicit a superior proposal from a third party after the signing of a definitive merger agreement with Platinum. The Board determined it would not share a draft merger agreement with Platinum at that time given the status of Platinum’s ongoing due diligence and in order to permit other potential bidders additional time to complete their due diligence.

On September 30, 2019, Party C, which had initially expressed interest in March 2019 but indicated it would not be willing to pay a premium over the then-market price and which had initially declined interest in a potential strategic transaction when re-contacted, indicated an interest in engaging in meetings with Management.

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Between September 23, 2019 and October 15, 2019, Management held meetings to discuss the September 2019 Projections and Management’s growth initiatives with Party C, Party D, Party F, Party K and Platinum. Representatives of Rothschild & Co also attended these meetings. Financial projections related to such growth initiatives that were provided to such parties are further described in this proxy statement in the section captioned “Certain Unaudited Financial Projections.”

On September 30, 2019, the Board held a meeting at which certain members of Management and representatives of Rothschild & Co, Centerview and Kirkland were present. At the request of the Board, a representative of Rothschild & Co presented its updated preliminary financial analyses based on the September 2019 Projections. The Board and Management discussed the anticipated financial results for the third quarter, the September 2019 Projections, and certain execution risks and operational headwinds facing the Company related to, among other things, the Asia-Pacific region, the ability of the Company to integrate certain recently acquired businesses, a general slow-down of the business in August and challenges associated with the suitability of the Company’s products in certain non-English speaking markets, which were not accounted for in the September 2019 Projections. The Board directed that Management prepare an updated set of financial projections accounting for such risks and operational headwinds, to assist the Board with its evaluation of potential strategic alternatives, and Rothschild & Co’s and Centerview’s review and financial analyses of the Company and its business. At the request of the Board, a representative of Rothschild & Co provided the Board with an update on the strategic transaction process, noting that consistent with the Board’s directive at the September 23rd meeting, representatives of Rothschild & Co had confirmed that Party D was willing to provide deal certainty with respect to the regulatory concerns raised by the Board. Having received such confirmation, the Board directed representatives of Rothschild & Co to permit Party D to participate in the strategic transaction process.

Between October 1, 2019 and October 4, 2019, Management held numerous diligence meetings and telephone calls with Platinum and Parties C and O. Representatives of Rothschild & Co also attended these meetings. On October 4, 2019, at the request of the Board, representatives of Rothschild & Co informed the Board that Platinum had indicated it had substantially completed its due diligence and reiterated its request to receive a proposed draft merger agreement. On October 5, 2019, representatives of Kirkland refreshed its review of a proposed draft merger agreement that was originally reviewed with the Board on May 10, 2019. Later that day, Kirkland updated the proposed draft merger agreement to reflect feedback received from the Board and circulated the proposed draft merger agreement to Platinum’s legal counsel, Gibson Dunn & Crutcher LLP (“Gibson”).

On October 4, 2019, the Company entered into a confidentiality agreement and clean-team agreement restricting the sharing of competitively-sensitive information with Party D and on October 7, 2019, Management held a meeting with Party D. Representatives of Rothschild & Co also attended these meetings. At this meeting, Management provided Party D with presentation materials, which were redacted to remove any competitively sensitive information, and discussed an overview of the Company’s business, the Company’s current growth initiatives, the management team and its experience and selected financial highlights of the Company’s historical performance.

On October 7, 2019, Cision received a non-binding acquisition proposal from Platinum to acquire Cision for a price of $9.50 per ordinary share, which represented a premium of 26% over the October 4, 2019 closing price of $7.53 per ordinary share. The proposal, which included a mark-up to the merger agreement as well as a debt commitment letter to finance a portion of the purchase price, was conditioned on Platinum finalizing its remaining confirmatory due diligence during a two-week period of exclusivity.

On October 8, 2019, Party K indicated that it would not continue pursuing a strategic transaction with Cision, citing concerns over the Company’s ability to generate organic growth, the significant time and resources that would be required to integrate its recently acquired businesses and the Company’s declining financial performance. Also on October 8, 2019, Party L indicated that it would not continue pursuing a strategic transaction with Cision, citing similar concerns.

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On October 8, 2019, the Board held a meeting at which certain members of Management and representatives of Rothschild & Co, Centerview and Kirkland were present. Prior to the meeting, at the direction of the Board, Management prepared updated financial projections (the “October 2019 Projections”), which account for certain execution risks and headwinds facing Cision including, among other matters, the Company’s declining revenue growth trend, accelerated costs associated with technology, product optimization and integration capital expenditures, trade tensions in the Asia Pacific region and customer retention issues in the U.K. Management presented the October 2019 Projections and further informed the Board that the October 2019 Projections reflected management’s best estimates of future performance of the Company at such time. After a discussion, the Board authorized representatives of Rothschild & Co and Centerview to utilize the October 2019 Projections in their respective financial analyses. Following Management’s presentation, a representative of Rothschild & Co reviewed Platinum’s October 7, 2019 proposal with the Board. After a discussion by the Board and its advisors present at the meeting, the Board instructed representatives of Rothschild & Co to inform Platinum that the Company would not engage in any price discussions or consider exclusivity until Platinum confirmed that it had materially completed its remaining confirmatory due diligence. As a final matter, a representative of Rothschild & Co updated the Board on the status of discussions with other potential bidders, noting that Parties C and F continued to perform diligence but still had not indicated a willingness to put forth a proposal, and Party O indicated an interest in only serving as an equity financing source in a transaction.

On October 9, 2019, at the request of the Board, a representative of Rothschild & Co provided Platinum with the Board’s feedback on the October 7th proposal.

On October 13, 2019 and October 14, 2019, each of Parties N and P informed representatives of Rothschild & Co that it was no longer interested in pursuing a potential strategic transaction with Cision, citing, among other reasons, concerns over the Company’s ability to generate organic growth, its low projected future growth and issues with integrating its recently acquired businesses.

On October 16, 2019, Platinum and its advisors indicated to representatives of Rothschild & Co that they had materially completed their remaining confirmatory due diligence.

Also on October 16, 2019, the Board held a meeting at which representatives of Rothschild & Co, Centerview, Kirkland and Cision’s legal counsel for antitrust matters, Latham & Watkins LLP (“Latham”) were present. Latham presented its analysis on the potential regulatory considerations that a transaction with Party D would raise. Following a discussion on Latham’s analysis, at the request of the Board, representatives of Rothschild & Co provided the Board with a general update on the strategic transaction process, noting that 50 parties had been contacted in total, 45 of which had either withdrawn or elected not to participate in the strategic transaction process, four of which (Platinum and Parties C, D and F), were still actively considering an acquisition of the Company and one of which (Party O) had indicated an interest in only serving as an equity financing source in such strategic transaction. Representatives of Rothschild & Co also presented a preliminary financial analysis based on the October 2019 Projections. Representatives of Kirkland then reviewed with the Board a summary of the material terms of Platinum’s proposed debt financing in the transaction, including Platinum’s desire to finance the transaction through the use of either a high-yield bond offering or a syndicated senior term loan credit facility. Kirkland also reviewed with the Board its assessment of the comments and material terms received in the draft merger agreement included in Platinum’s October 7th proposal, noting that the draft did not include a “go-shop” provision, and (i) proposed a termination fee of 5.0% of the Company’s equity value payable by the Company under certain circumstances following the expiration of the go-shop period (instead of 2.5% of the equity value as originally proposed by the Company), (ii) included an obligation by the Company to reimburse Platinum’s expenses (uncapped) if the merger agreement is terminated for a failure to obtain the required stockholder approval for the merger, (iii) a reverse termination fee of 5.0% of the Company’s equity value payable by Parent under certain circumstances (instead of 7.0% of equity value as originally proposed by the Company), and (iv) removed the limitation on the Company’s liability for any breaches under the merger agreement.

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Following discussion, the Board instructed Kirkland to convey the Board’s position to Gibson reflecting the following counterproposal, among other terms, (i) reinserting the “go-shop” provision, (ii) a termination fee of 1.0% during the “go-shop” period, (iii) a termination fee of 3.0% following the expiration of the “go-shop” period, (iv) rejecting any obligation by the Company to reimburse Platinum’s expenses if the merger agreement is terminated for a failure to obtain the required stockholder approval, (v) a reverse termination fee of 7.0%, and (vi) proposing a limitation on the Company’s liability for any breaches under the merger agreement equal to the amount of the termination fee. The following day, Kirkland contacted Gibson and conveyed the Board’s counterproposal.

On October 18, 2019, a representative of Gibson sent Platinum’s counterproposal to Kirkland reflecting, among other things, the following terms: (i) the removal the “go-shop” concept entirely, (ii) a termination fee of 4.0%, (iii) an obligation by the Company to reimburse Platinum’s expenses (subject to a cap equal to 1.0%) if the merger agreement is terminated for a failure to obtain the required stockholder approval, (iv) a reverse termination fee of 4.0%, and (v) assuming the termination fee equals the reverse termination fee, reciprocal limitations on the Company’s and Platinum’s liability for any breaches under the merger agreement equal to the amount of such termination fees.

On October 18, 2019, Party C and Party F each notified representatives of Rothschild & Co that it was no longer interested in pursuing a strategic transaction with Cision, citing concerns over the Company’s ability to generate organic growth and the execution and integration issues associated with integrating recently acquired businesses.

Later that day, the Board held a meeting at which representatives of Rothschild & Co, Centerview and Kirkland were present. At the request of the Board, representatives of Rothschild & Co provided the Board with a general update on the strategic transaction process, noting that Party D was the only party other than Platinum that was still actively engaged in the transaction process. However, unlike Platinum, Party D had indicated that it would require an additional two to three weeks that it would require in order to substantially complete its due diligence review. Representatives of Kirkland reviewed a summary of the material terms of Platinum’s counterproposal on the draft merger agreement that was received earlier in the day. Following discussion, the Board instructed Kirkland to respond by, among other things, (i) reinserting the go-shop provision, (ii) offering a termination fee of 1.5% during the go-shop period, (iii) offering a termination fee of 3.5% following the expiration of the go-shop period, (iv) removing the obligation of the Company to reimburse Platinum’s expenses if the merger agreement is terminated for a failure to obtain the required stockholder approval and (v) offering a reverse termination fee of 7.0%. The Board discussed, among other matters, Platinum’s current offer of $9.50 per ordinary share, the preliminary financial analyses it had received from representatives of Rothschild & Co, and the October 2019 Projections, and considered various factors, including the operational and execution risks and headwinds facing Cision, the status of the economy and financing markets, the Company’s financial performance for the second and third quarters of 2019, the substantial and protracted price drop with respect to the Company’s share price since the August 8th earnings announcement, the robust strategic transaction process conducted by the Board over the past several months, and the Board’s ability to solicit a superior proposal after the public announcement of an acquisition by Platinum. The Board and its advisors present at the meeting also discussed how to best negotiate a higher offer from Platinum and the potential implications that various strategies might have on Platinum’s desire to continue participating in a strategic transaction process. Following the discussion, the Board instructed representatives of Rothschild & Co to provide Platinum with a counterproposal of $11.00 per ordinary share.

Following the meeting, at the request of the Board, a representative of Rothschild & Co presented the Board’s counterproposal. Kirkland also sent a revised draft of the merger agreement to Gibson reflecting the Board’s position on the material terms that were conveyed by the representative of Rothschild & Co earlier in the day. Later that evening, Platinum responded with a counterproposal of $9.75 per ordinary share and its counterproposal on the material terms of the merger agreement reflecting, among other things, (i) a 14-day post-signing go-shop period, (ii) a termination fee of 2.0% during the go-shop period, (iii) a termination fee of 3.5% following the expiration of the go-shop period, (iv) no obligation by the Company to reimburse Platinum’s

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expenses if the merger agreement is terminated for a failure to obtain the required stockholder approval and (v) a reverse termination fee of 6.0%.

On the morning of October 19, 2019, the Board held a telephonic meeting at which representatives of Rothschild & Co, Centerview and Kirkland were present. The Board and the advisors present at the meeting reviewed Platinum’s counterproposals on price and the material terms of the merger agreement. Following such discussion, at the request of the Board, a representative of Rothschild & Co reviewed its updated preliminary financial analyses based on the October 2019 Projections. Following such presentation and a discussion with its advisors present at the meeting, the Board instructed the representative of Rothschild & Co to present a counter offer of $10.50 per share and the following counterproposal on the material terms of the draft merger agreement: (i) a 30-day post-signing go-shop period, subject to a two week extension for any party that submits an acquisition proposal during the initial 30-day go-shop period that is a superior proposal or is reasonably likely to lead to a superior proposal, (ii) accepting the termination fee of 2.0% during the go-shop period and 3.5% termination fee following the expiration of the go-shop period and (iii) a reverse termination fee of 6.0%.

Later that day, at the request of the Board, a representative of Rothschild & Co communicated the Board’s positions to Platinum. Platinum responded that evening with a counteroffer of $10.00 per ordinary share, which Platinum indicated was its best and final offer, and the following counterproposal on the merger agreement: (i) a 21-day post-signing go-shop period, subject to a one week extension for any party that submits an acquisition proposal during the initial 21-day go-shop period that is a superior proposal or is reasonably likely to lead to a superior proposal and (ii) accepting the Board’s other positions as previously communicated by representatives of Rothschild & Co.

On the afternoon of October 20, 2019, the Board held a telephonic meeting at which certain members of Management and representatives of Rothschild & Co, Centerview and Kirkland were present. The Board, together with its advisors present at the meeting, discussed Platinum’s latest proposal and the status of negotiations of the merger agreement. Representatives of Kirkland provided the Board with a comprehensive review of the material terms of the transaction documents. The Board and its advisors present at the meeting also discussed the status of discussions with Party D, the sole remaining bidder in the strategic transaction process other than Platinum, and the extended timeline that Party D required in order to potentially submit a proposal. The Board considered, among other factors, the certainty of Platinum’s proposal, the perceived risk that delaying such a transaction with Platinum to allow Party D to submit its bid may jeopardize the transaction with Platinum, the regulatory considerations raised by a transaction with Party D, and the fact that Party D and other potential interested parties would have an opportunity to submit a superior proposal during the go-shop period under the proposed merger agreement with Platinum. Management then presented the October 2019 Projections to the Board, consistent with Management’s previous presentations to the Board. Representatives of Rothschild & Co then presented its preliminary financial analyses of the merger consideration proposed by Platinum based on the October 2019 Projections. At the request of the Board, representatives of Rothschild & Co also outlined a proposed go-shop framework which reflected an additional 16 financial sponsor parties and 20 strategic parties that would be contacted by representatives of Rothschild & Co immediately following the execution of the merger agreement, along with the re-solicitation of parties that were previously contacted during the strategic transaction process.

From October 20 through October 22, 2019, Kirkland and Gibson exchanged drafts of the merger agreement and the various ancillary transaction documents, including the equity commitment letter, limited guarantee, the voting agreement and debt commitment letter, in coordination, respectively with the Company and Platinum (and the GTCR Shareholders with respect to the voting agreement). The merger agreement was finalized to reflect a termination fee of $30,600,000 during the go-shop period (or approximately 2.0% of the Company’s equity value), a termination fee of $53,550,000 following the expiration of the go-shop period (or approximately 3.5% of the Company’s equity value), a reverse termination fee of $91,800,000 (or approximately 6.0% of the Company’s equity value) and a 21-day go-shop period (subject to a one week extension for any party that submits an acquisition proposal during the initial go-shop period that is a superior proposal or is reasonably likely to lead to a superior proposal).

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On October 22, 2019, the Board held a meeting at which certain members of Management and, at the request of the Board, representatives of Rothschild & Co, Centerview and Kirkland were present. A representative of Kirkland provided an update on the status of the transaction documents noting that all such documents had been finalized and sent to the Board prior to the meeting. The representatives of Kirkland provided the Board with a comprehensive review of the proposed final terms of the merger agreement, a summary of which had been circulated to the Board prior to the meeting, along with a summary presentation with respect to the Board’s fiduciary duties and proposed resolutions of the Board for approving the transaction with Platinum. Representatives of Centerview then reviewed with the Board Centerview’s financial analysis of the merger consideration, and delivered to the Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated October 22, 2019 that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview set forth in its opinion, the merger consideration proposed to be paid to the holders of Cision’s ordinary shares (other than Excluded Shares) pursuant to the merger agreement was fair, from a financial point of view, to such holders. For a detailed discussion of Centerview’s opinion, please see below under the heading “—Opinion of Cision’s Financial Advisors—Opinion of Centerview Partners LLC”. Representatives of Rothschild & Co then reviewed with the Board Rothschild & Co’s financial analysis of the merger consideration, and delivered to the Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated October 22, 2019, to the effect that, as of such date and on the basis of and subject to the qualifications, limitations and assumptions set forth in the written opinion, the merger consideration payable to the holders of Cision’s ordinary shares (other than Excluded Shares) in the merger contemplated by the merger agreement was fair, from a financial point of view, to such holders. For a detailed discussion of Rothschild & Co’s opinion, please see below under the heading “—Opinion of Cision’s Financial Advisors—Opinion of Rothschild & Co & Co US Inc.”

Among other things, the Board then, taking into account all of the foregoing and its previous meetings and presentations, and considering various factors that are described in the section of this proxy statement captioned “Reasons for the Merger”, the Board unanimously (i) determined that the merger is in the best interests of Cision; (ii) determined that it is in the best interests of Cision to enter into the merger agreement and the plan of merger; (iii) approved the execution and delivery of the merger agreement by Cision, the performance by Cision of its covenants and other obligations thereunder and the consummation of the transactions contemplated thereby upon the terms and subject to the conditions set forth therein; (iv) directed that the plan of merger be submitted to the Cision shareholders for authorization; (v) subject to the Cision shareholders authorizing the plan of merger, approved the execution and delivery of the plan of merger by Cision; and (vi) resolved to recommend that the Cision shareholders authorize the plan of merger and approve and/or authorize such other matters that are submitted for their authorization and/or approval in connection with the merger agreement, the plan of merger and the Transactions.

Subsequent to the meeting of the Board on the morning of October 22, 2019, the Company, Parent and Merger Sub executed and delivered the merger agreement and the related transaction documents and announced the signing of the merger agreement before the open of trading on the New York Stock Exchange later that day.

Promptly following the execution of the merger agreement, consistent with discussions with the Board and Management and in accordance with the go-shop provisions of the merger agreement, at the direction of the Board, representatives of Rothschild & Co contacted 84 potential bidders as part of the go-shop process, including 43 strategic acquirers and 41 financial sponsors (including Party D, Party L and Party O). Of the 84 potential bidders contacted by Rothschild & Co, 49 were parties that were also previously contacted during the strategic transaction process prior to signing the merger agreement. On October 23, 2019, at the request of the Board, representatives of Rothschild & Co provided the Board with an update with respect to its outreach efforts during the go-shop period. Representatives of Rothschild & Co also informed the Board that Party L and Party O contacted representatives of Rothschild & Co and expressed an interest to team together on a potential acquisition proposal and that they would like to work with a potential strategic acquirer, referred to herein as Party Q, as a third co-bidder. The Board noted that a transaction involving Party Q raised certain regulatory

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considerations and directed Kirkland to determine what additional protections related to deal certainty that the Company should require from Party Q in the event they make an acquisition proposal. Following the meeting, at the direction of the Board, representatives of Rothschild & Co presented Party Q with a form of confidentiality agreement and clean team agreement providing for restrictions on sharing competitively sensitive information, which Party Q executed the confidentiality agreement on October 31, 2019, but did not ultimately execute the clean team agreement prior to deciding not to pursue a transaction, and as a result no competitively sensitive information was shared with Party Q.

On October 25, 2019, Party D informed representatives of Rothschild & Co that it would no longer participate in the go-shop process, citing that it would be unable to propose a purchase price higher than $10.00 per share.

On October 29, 2019, Cision entered into a confidentiality agreement with a financial sponsor referred to herein as Party R. On November 7, 2019, Party R informed representatives of Rothschild & Co that it would be unable to propose a purchase price higher than $10.00 per share and would not be participating in the go-shop process.

On November 1, 2019, Management held a meeting with Party L, Party O and Party Q. The Company did not provide any competitively sensitive information to Party Q. Representatives of Rothschild & Co also attended this meeting. On November 9, 2019, representatives of Rothschild & Co informed the Board that Party L, Party O and Party Q had indicated that they would not be submitting an acquisition proposal to the Board. The parties cited concerns over the ability to recognize the synergies necessary to finance an acquisition proposal in excess of $10.00 per share.

On November 12, 2019, the go-shop period expired without the receipt of an acquisition proposal. Prior to or on November 12, 2019, at the direction of the Board, Rothschild & Co distributed confidential information destruction notices to all parties not previously provided with a destruction notice and terminated all access to the virtual data room.

Recommendation of the Cision Board of Directors

At a meeting of the Board on October 22, 2019, the Board unanimously (i) determined that the merger is in the best interests of Cision; (ii) determined that it is in the best interests of Cision to enter into the merger agreement and the plan of merger; (iii) approved the execution and delivery of the merger agreement by Cision, the performance by Cision of its covenants and other obligations thereunder and the consummation of the transactions contemplated thereby upon the terms and subject to the conditions set forth therein; (iv) directed that the plan of merger be submitted to the Cision shareholders for authorization; (v) subject to the Cision shareholders authorizing the plan of merger, approved the execution and delivery of the plan of merger by Cision; and (vi) resolved to recommend that the Cision shareholders authorize the plan of merger and approve and/or authorize such other matters that are submitted for their authorization and/or approval in connection with the merger agreement, the plan of merger and the Transactions.

Accordingly, the Board recommends that Cision shareholders vote “FOR” the merger proposal (Proposal 1).

See “—Reasons for the Merger” below for additional information related to the factors considered by the Board in authorizing the merger, the merger agreement, plan merger and the other transactions contemplated thereby and recommending that Cision shareholders vote “FOR” the merger proposal.

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Reasons for the Merger

In evaluating the merger agreement, the plan of merger and the Transactions, including the merger, and recommending that the Cision shareholders authorize the plan of merger, the Board consulted with Cision’s senior management team, financial advisors and legal counsel and considered a number of factors, including the following factors:

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45

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The Board also considered a number of uncertainties and risks in their deliberations concerning the transactions contemplated by the merger agreement, including the merger, including the following:

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The Board believed that, overall, the potential benefits of the merger to the Cision shareholders outweighed the uncertainties and risks of the merger.

The foregoing discussion of information and factors considered by the Board is not intended to be exhaustive but includes the material factors considered by the Board. In light of the variety of factors considered in connection with its evaluation of the merger agreement, the plan of merger and the merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Board based its recommendation on the totality of the information presented.

In considering the recommendation of the Board that the Cision shareholders vote their Cision ordinary shares to approve the merger proposal, you should be aware that Cision’s directors and executive officers may have interests in the merger that are different from, or in addition to, yours. The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and in recommending that the Cision shareholders vote their Cision ordinary shares to authorize the plan of merger. For more information on these interests, see “—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 72.

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Opinions of the Company’s Financial Advisors

Opinion of Rothschild & Co US Inc.

As of April 17, 2019, the Company retained Rothschild & Co as its financial advisor in connection with its evaluation of the potential sale, merger or other business/strategic combination involving the Company, including, without limitation with respect to the merger contemplated by the merger agreement. The Company selected Rothschild & Co based on its qualifications, expertise and familiarity with the Company’s business and industry. As part of its investment banking business, Rothschild & Co regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions, restructurings and other transactions.

On October 22, 2019, at a meeting of the Board held to evaluate the proposed transaction contemplated by the merger agreement, Rothschild & Co delivered to the Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated October 22, 2019, to the effect that, as of such date and on the basis of and subject to the qualifications, limitations and assumptions set forth in the written opinion, the merger consideration payable to the holders of Cision’s ordinary shares (other than Excluded Shares) in the merger contemplated by the merger agreement pursuant to the merger agreement was fair, from a financial point of view, to such holders.

The full text of Rothschild & Co’s written opinion, dated October 22, 2019, which describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex D to this proxy statement and is incorporated herein by reference. The Company’s shareholders are urged to read the opinion carefully and in its entirety. The summary of Rothschild & Co’s opinion contained in Annex D is qualified in its entirety by reference to the full text of such opinion.

Rothschild & Co’s opinion was provided for the benefit of the Board in connection with and for the purpose of its evaluation of the merger contemplated by the merger agreement. Rothschild & Co’s opinion should not be construed as creating any fiduciary duty on Rothschild & Co’s part to any party. Rothschild & Co’s opinion was limited to the fairness, from a financial point of view, to the holders of Cision’s ordinary shares (other than Excluded Shares) of the merger consideration payable to such holders in the merger contemplated by the merger agreement pursuant to the merger agreement, and Rothschild & Co was not asked to, nor did it, offer any opinion as to the terms, other than the merger consideration to the extent expressly set forth in its opinion, of the merger contemplated by the merger agreement, the merger agreement or any other agreement entered into in connection with the merger contemplated by the merger agreement, including, but not limited to, the Voting Agreement. Rothschild & Co expressed no opinion as to the price at which Cision’s ordinary shares would trade at any future time. In addition, Rothschild & Co did not express any opinion as to the Company’s underlying business decision to engage in the merger contemplated by the merger agreement or the relative merits of the merger contemplated by the merger agreement as compared to any alternative transaction. Rothschild & Co’s opinion did not constitute a recommendation to the Board as to whether to approve the merger contemplated by the merger agreement or a recommendation as to how any holder of Cision’s ordinary shares should vote or otherwise act with respect to the merger contemplated by the merger agreement or any other matter. In addition, Rothschild & Co was not asked by the Board to address, nor did Rothschild & Co’s opinion address, (i) the fairness to, or any other consideration of, the holders of any class of securities (other than holders of Cision’s ordinary shares and then only to the extent expressly set forth in Rothschild & Co’s opinion) or creditors or other constituencies of the Company or (ii) the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Parent, the Company, or any class of such persons, whether relative to the merger consideration pursuant to the merger agreement or otherwise.

In connection with its opinion, Rothschild & Co, among other things:

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In addition, Rothschild & Co held discussions with certain members of the management of the Company regarding the merger contemplated by the merger agreement, the past and current business operations and financial condition and prospects of the Company, the Forecasts, the Tax Analyses and certain other matters Rothschild & Co believed necessary or appropriate to its inquiry.

In arriving at its opinion, with the Company’s consent, Rothschild & Co relied upon and assumed, without independent verification, the accuracy and completeness of all information that was publicly available or was furnished or made available to Rothschild & Co by or on behalf of the Company and its associates, affiliates and advisors, or otherwise reviewed by or for it, and Rothschild & Co did not assume any responsibility or liability therefor. Rothschild & Co did not conduct any valuation or appraisal of any assets or liabilities of the Company (including, without limitation, real property owned by the Company or to which the Company holds a leasehold interest), nor were any such valuations or appraisals provided to Rothschild & Co, and Rothschild & Co did not express any opinion as to the value of such assets or liabilities. Rothschild & Co did not evaluate the solvency or fair value of the Company or Parent under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. In addition, Rothschild & Co did not assume any obligation to conduct any physical inspection of the properties or the facilities of the Company or Parent. At the direction of the management of the Company, Rothschild & Co used and relied upon the Forecasts and the Tax Analyses for purposes of its opinion. In relying on the Forecasts and Tax Analyses, Rothschild & Co assumed, at the direction of the Company, that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by the Company’s management as to the expected future results of operations and financial condition of the Company and that the financial results reflected in such Forecasts and Tax Analyses will be achieved at the times and in the amounts projected. Rothschild & Co did not express any view as to the reasonableness of the Forecasts and the Tax Analyses and the assumptions on which they are based.

For purposes of rendering its opinion, Rothschild & Co assumed that the merger contemplated by the merger agreement would be consummated as contemplated in the merger agreement without any waiver or amendment of any terms or conditions, including, among other things, that the parties would comply with all material terms of the merger agreement and that in connection with the receipt of all necessary governmental, regulatory or other approvals and consents required for the merger contemplated by the merger agreement, no material delays, limitations, conditions or restrictions would be imposed. For purposes of rendering its opinion, Rothschild & Co assumed that there had not occurred any material change in the assets, financial condition, results of operations, business or prospects of the Company since the date of the most recent financial statements and other information, financial or otherwise, relating to the Company made available to Rothschild & Co, and that there

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was no information or any facts that would make any of the information reviewed by Rothschild & Co incomplete or misleading. Rothschild & Co did not express any opinion as to any tax or other consequences that may result from the merger contemplated by the merger agreement, nor did its opinion address any legal, tax, regulatory or accounting matters. Rothschild & Co relied as to all legal, tax and regulatory matters relevant to rendering its opinion upon the assessments made by the Company and its other advisors with respect to such issues. In arriving at its opinion, Rothschild & Co did not take into account any litigation, regulatory or other proceeding that was pending or may be brought against the Company or any of its affiliates. In addition, Rothschild & Co relied upon and assumed, without independent verification, that the final form of the merger agreement would not differ in any material respect from the execution copy of the merger agreement reviewed by it. Rothschild & Co’s opinion was necessarily based on securities markets, economic, monetary, financial and other general business and financial conditions as they existed and could be evaluated on, and the information made available to Rothschild & Co as of, the date of the opinion and the conditions and prospects, financial and otherwise, of the Company as they were reflected in the information provided to Rothschild & Co and as they were represented to Rothschild & Co in discussions with the management of the Company. Although subsequent developments may affect Rothschild & Co’s opinion and the assumptions used in preparing it, Rothschild & Co does not have any obligation to update, revise, or reaffirm its opinion.

The following represents a summary of the material financial analyses performed by Rothschild & Co, each of which is a standard valuation methodology customarily undertaken in transactions of this type, in connection with providing its opinion, dated October 22, 2019, to the Board. The summary of these analyses is not a comprehensive description of all analyses and factors considered by Rothschild & Co. The preparation of a fairness opinion is a complex analytical process that involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances and, therefore, a fairness opinion is not readily susceptible to summary description. No one method of analysis should be regarded as critical to the overall conclusion reached by Rothschild & Co. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. The conclusion reached by Rothschild & Co was based on all analyses and factors taken as a whole and also on application of Rothschild & Co’s experience and judgment, which conclusion may involve significant elements of subjective judgment and qualitative analysis. Some of the summaries of financial analyses performed by Rothschild & Co include information presented in tabular format. In order to fully understand the financial analyses performed by Rothschild & Co, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data set forth in the tables without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Rothschild & Co. The order of analyses described below does not represent the relative importance or weight given to the analysis by Rothschild & Co.

As used in this section, (a) all references to “fully diluted” shares and phrases of similar import, when used in relation to the Company, mean the number of fully diluted outstanding ordinary shares (including all restricted stock units, cash restricted stock units, stock retention payments, and stock options, calculated on a treasury stock method basis) based on the most recently available information as of October 21, 2019 as provided by the management of the Company to Rothschild & Co, (b) the “EV” of a company as of any given time refers to the enterprise value of such company at such time, (c) the “EBITDA” of a company for any given period means the earnings before interest, taxes, depreciation and amortization of such company during such period and (d) as it relates solely to the Company, the “adjusted EBITDA” refers to the EBITDA of the Company during the relevant period adjusted for acquisition related costs and expenses, stock-based compensation, deferred revenue reduction from purchase accounting, gains or losses related to divested businesses or assets groups, sponsor fees and expenses, unrealized (gain) or loss on foreign currency translation and other accounting adjustments as provided by the management of the Company to Rothschild & Co.

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Selected Public Company Analysis

Rothschild & Co performed a selected public companies analysis in order to derive an implied per share equity value reference range for the Company from the market value and trading multiples of other publicly traded companies and then compared this implied per share equity value reference range with the merger consideration provided for in the merger agreement. Rothschild & Co selected the publicly traded companies that Rothschild & Co deemed most relevant to consider in relation to the Company, based on its professional judgment and experience, because they are public companies with operations in the software industry and data/information services industry that for purposes of this analysis Rothschild & Co considered similar to the operations of one or more of the business lines of the Company. However, because of inherent differences in businesses, operations and prospects, none of the publicly traded companies listed below are directly comparable to the Company. The publicly traded companies selected by Rothschild & Co for purposes of this analysis included the following companies, which Rothschild & Co refers to, collectively, as the selected public companies:

Software Companies:

Data/Information Services Companies:

For purposes of its analysis of the selected public companies, Rothschild & Co (i) reviewed, among other things, for each of the selected public companies, the per share stock price of such selected public companies as of October 21, 2019, public filings made by such selected public companies for certain historical financial information and data for such selected public companies that Rothschild & Co obtained from broker research and where applicable, adjusted to account for certain events such as acquisitions and divestitures and (ii) calculated the EV of each of the selected public companies as a multiple of the estimated EBITDA for calendarized fiscal years ending December 31, 2019 and December 31, 2020, which multiple Rothschild & Co refers to as “EV/EBITDA.”

EV was calculated as fully diluted market value based on per share stock prices plus, with respect to each of the selected public companies, such company’s most recently disclosed net debt and other adjustments.

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The results of Rothschild & Co’s review of the EV/EBITDA is summarized in the chart below:

Based on the 2019E EV/EBITDA and 2020E EV/EBITDA multiples calculated above and on Rothschild & Co’s professional judgment, Rothschild & Co applied an illustrative range of EV/EBITDA of 9.0x to 12.5x and 9.0x to 12.0x to the estimated adjusted EBITDA of the Company for fiscal years 2019 and 2020, respectively, each as provided in the Forecasts, to reach a range of implied EVs for the Company for fiscal years 2019 and 2020. To calculate implied equity values, Rothschild & Co then subtracted from such implied EVs the estimated amount of net debt of the Company as of September 30, 2019, as provided by the management of the Company and approved for Rothschild & Co’s use. Rothschild & Co then divided such implied equity values by the number of fully diluted outstanding Cision ordinary shares, as provided by the management of the Company and approved for Rothschild & Co’s use, to reach the following implied per share equity value reference ranges for the Company, rounded to the nearest $0.25, as compared to the merger consideration:

Selected Precedent Transactions Analysis

Rothschild & Co performed a selected precedent transactions analysis in order to derive an implied per share equity value reference range for the Company from enterprise value multiples in merger or acquisition transactions involving other companies that occurred since 2013 and then compared this implied per share equity value reference range with the merger consideration provided for in the merger agreement. Using publicly available information, Rothschild & Co analyzed the enterprise value multiples in the 19 selected transactions listed in the table below involving target companies with business operations in the software industry and the data/information services industry that generally reflected similar characteristics to the Company’s business operations.

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Based on its professional judgment and experience, Rothschild & Co deemed these transactions relevant to consider in relation to the Company and the merger. No company, business or transaction used in this analysis is identical or directly comparable to the Company or the merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition

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or other values of the companies, business segments or transactions to which the Company or the merger was compared.

For purposes of this analysis, Rothschild & Co calculated the enterprise value of each of the target companies in the selected precedent transactions based on the market and financial data of the target companies as well as the following metric:

Based on the EV/LTM Adj. EBITDA multiple calculated for the selected transactions and on Rothschild & Co’s professional judgment, Rothschild & Co applied an illustrative range of EV/LTM Adj. EBITDA of 9.5x to 13.5x to the estimated LTM Adj. EBITDA of the Company for the period ended September 30, 2019, as provided in the Forecasts and adjusted for acquisitions and related synergies, divestitures, and other accounting adjustments, to reach a range of implied EVs for the Company. To calculate implied equity values, Rothschild & Co then subtracted from such implied EVs the estimated amount of net debt of the Company as of September 30, 2019, as provided by the management of the Company and approved for Rothschild & Co’s use. Rothschild & Co then divided such implied equity values by the number of fully diluted outstanding Cision ordinary shares, as provided by the management of the Company and approved for Rothschild & Co’s use, to reach the following implied per share equity value reference ranges for the Company, rounded to the nearest $0.25, as compared to the merger consideration:

Discounted Cash Flow Analysis

Rothschild & Co performed a discounted cash flow analysis for the Company in order to derive an implied per share equity value reference range for the entire Company if it were to remain an independent public company, and then compared this implied per share equity value reference range with the merger consideration provided for in the merger agreement. In this analysis, Rothschild & Co calculated a range of implied EVs by adding (i) the estimated unlevered, after-tax free cash flows that the Company was forecasted to generate from the three months ended December 31, 2019 through the end of fiscal year 2026 based on the Forecasts provided by the management of the Company, after the application of a range of illustrative discount rates, which were based on the estimated weighted average cost of capital (“WACC”) for the Company to (ii) the terminal value of the Company, after the application of a range of illustrative discount rates based on the estimated WACC for the Company. Rothschild & Co estimated the terminal value of the Company by applying an illustrative range of growth rates in perpetuity of 1.5% to 2.5%, which Rothschild & Co selected using its experience and professional judgment, to the estimated unlevered after-tax free cash flows for the terminal period.

Unlevered, after-tax free cash flows for the terminal period were calculated as net operating profit after taxes (“NOPAT”) after application of the illustrative range of growth rates described above, less increases in net working capital, plus depreciation and amortization, plus increases in deferred revenue, less capital expenditures, less capitalized software. Rothschild & Co used the mid-year discounting convention and applied a range of illustrative discount rates of 8.0% to 9.0%, based on an estimated WACC of 8.50%, which Rothschild & Co calculated using the traditional CAPM (capital asset pricing model).

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Rothschild & Co calculated a range of implied equity values for the Company by subtracting from the range of combined implied EVs by the amount of the Company’s net debt as estimated as of September 30, 2019 by the management of the Company in the Forecasts. Rothschild & Co also calculated a range of implied equity values for the Company by additionally adding the net present value of the tax benefits as reflected in the Tax Analyses. Rothschild & Co then divided the ranges of implied equity values for the Company by the number of fully diluted outstanding ordinary shares, as provided by the management of the Company and approved for Rothschild & Co’s use. These analyses indicated the following implied per share equity value reference ranges for the Company, rounded to the nearest $0.25, as compared to the merger consideration:

Other Factors

In rendering its opinion, for illustrative purposes only and not relied upon in reaching its conclusion, Rothschild & Co also reviewed and considered other factors, including:

The valuation and financial analyses set out above are not a comprehensive description of all analyses and examinations actually conducted by Rothschild & Co in connection with its opinion and are qualified in their entirety by reference to the full text of the written opinion of Rothschild & Co attached herein as Annex D.

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Miscellaneous

The preparation of a fairness opinion is a complex process and involves various judgments and determinations as to the most appropriate and relevant valuation and financial analyses and the application of those methods to the particular circumstances involved, and therefore a fairness opinion necessarily is not susceptible to partial analysis or summary description. Rothschild & Co believes that its analyses and the summary set forth above must be considered as a whole and that selecting portions of its analyses and of the factors considered, without considering all of the described analyses and factors, would create an incomplete view of the process underlying Rothschild & Co’s analyses and opinion. In arriving at its fairness determination, Rothschild & Co considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered. Rather, Rothschild & Co made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the analyses described above as a comparison is directly comparable to the Company or the merger.

In performing its analyses, Rothschild & Co made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company. Rothschild & Co’s analyses were based in part on the Forecasts and other third party research analyst estimates, which are not necessarily indicative of actual values or actual future results and which may be significantly more or less favorable than those suggested by Rothschild & Co’s analyses. These analyses were prepared solely as part of the analysis performed by Rothschild & Co with respect to the fairness, from a financial point of view, to the holders of Cision’s ordinary shares (other than Excluded Shares) of the merger consideration payable to such holders in the merger pursuant to the merger agreement, and were provided to the Board in connection with the delivery of Rothschild & Co’s opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities may trade at any time in the future.

As described above, Rothschild & Co’s opinion, together with the financial analyses performed by Rothschild & Co in connection with its opinion and reviewed by the Board, were among the many factors that the Board took into consideration in making the recommendation of the Board described in “—Reasons for the Merger”. Rothschild & Co was not requested to, and did not, recommend any specific amount of consideration to the Board or that any specific amount of consideration constituted the only appropriate consideration in the merger. The amount and type of consideration payable in the merger was determined through arms-length negotiations between the Company and Parent. Consequently, Rothschild & Co’s opinion should not be viewed as determinative of the views of the Board or the management of the Company with respect to the merger consideration or the merger, including whether the Board would have been willing to determine that a different merger consideration was fair.

Rothschild & Co is acting as financial advisor to the Company with respect to the merger contemplated by the merger agreement and will receive an aggregate fee of approximately $15,000,000 from the Company for its services, $2,000,000 of which became payable upon delivery of Rothschild & Co’s opinion and $13,000,000 of which is contingent upon the consummation of the merger. The Company has also agreed to reimburse Rothschild & Co for certain expenses and to indemnify Rothschild & Co against certain liabilities arising out of its engagement.

During the two-year period ending on October 22, 2019, Rothschild & Co did not provide financial services to Parent or the Company other than, in the case of the Company, with respect to Rothschild & Co’s engagement in connection with the merger contemplated by the merger agreement. Rothschild & Co and its affiliates are engaged in a wide range of financial advisory and investment banking activities. Rothschild & Co or its affiliates may in the future provide financial services to the Company, Parent and/or any of their respective affiliates, including GTCR LLC, an affiliate of which is a significant shareholder of the Company, and Platinum Equity, LLC (“Platinum Equity”), an affiliate of Parent, and their respective affiliates and portfolio companies, in the ordinary course of Rothschild & Co’s businesses from time to time and may receive fees for the rendering of

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such services. In addition, in the ordinary course of Rothschild & Co’s asset management, merchant banking and other business activities, its affiliates may trade in the securities of the Company, Parent, any of their respective affiliates and third parties, including GTCR LLC and Platinum Equity. Rothschild & Co and its affiliates also have provided and/or are currently providing certain financial advisory services to GTCR LLC and/or its affiliates and portfolio companies from time to time for which Rothschild & Co and its affiliates have received and/or may receive customary fees for its services, including representing GTCR LLC and/or its affiliates and portfolio companies in connection with mergers and acquisition transactions and representing GTCR LLC and/or its affiliates and portfolio companies in connection with equity or debt advisory matters. During the two-year period ending on October 22, 2019, Rothschild & Co and its affiliates have recognized compensation for financial advisory services provided directly to GTCR LLC and/or to its affiliates and portfolio companies that are known to Rothschild & Co of approximately $18,000,000. Rothschild & Co and its affiliates also have provided and/or are currently providing certain financial advisory services to Platinum Equity and/or its affiliates and portfolio companies from time to time for which Rothschild & Co and its affiliates have received and/or may receive customary fees for its services, including representing Platinum Equity and/or its affiliates and portfolio companies in connection with mergers and acquisition transactions and representing Platinum Equity and/or its affiliates and portfolio companies in connection with equity or debt advisory matters. During the two-year period ending on October 22, 2019, Rothschild & Co and its affiliates have recognized compensation for financial advisory services provided directly to Platinum Equity and/or to its affiliates and portfolio companies that are known to Rothschild & Co of approximately $4,500,000.

Rothschild & Co’s opinion was given and speaks only as of its date. Subsequent developments may affect Rothschild & Co’s opinion and the assumptions used in preparing it, and Rothschild & Co does not have any obligation to update, revise, or reaffirm its opinion. Rothschild & Co’s opinion was approved by the Global Advisory Commitment Committee of Rothschild & Co.

Opinion of Centerview Partners LLC

On October 22, 2019, Centerview rendered to the Board its oral opinion, subsequently confirmed in a written opinion dated October 22, 2019, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the merger consideration to be paid to the holders of Cision’s ordinary shares (other than Excluded Shares) pursuant to the merger agreement was fair, from a financial point of view, to such holders.

The full text of Centerview’s written opinion, dated October 22, 2019, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex E to this proxy statement and is incorporated herein by reference. The summary of the written opinion of Centerview set forth below is qualified in its entirety to the full text of Centerview’s written opinion attached as Annex E. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the transaction and Centerview’s opinion only addressed the fairness, from a financial point of view, as of the date thereof, to the holders of Cision’s ordinary shares (other than Excluded Shares) of the merger consideration to be paid to such holders pursuant to the merger agreement. Centerview’s opinion did not address any other term or aspect of the merger agreement or the transaction and does not constitute a recommendation to any shareholder of the Company or any other person as to how such shareholder or other person should vote with respect to the transaction or otherwise act with respect to the merger or any other matter.

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The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

In connection with rendering the opinion described above and performing its related financial analyses, Centerview reviewed, among other things:

Centerview also participated in discussions with members of the senior management and representatives of the Company regarding their assessment of the Internal Data. In addition, Centerview reviewed publicly available financial and stock market data, including valuation multiples, for the Company and compared that data with similar data for certain other companies, the securities of which are publicly traded, in lines of business that Centerview deemed relevant. Centerview also compared certain of the proposed financial terms of the transaction with the financial terms, to the extent publicly available, of certain other transactions that Centerview deemed relevant, and conducted such other financial studies and analyses and took into account such other information as Centerview deemed appropriate.

Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of its opinion and, with the Company’s consent, Centerview relied upon such information as being complete and accurate. In that regard, Centerview assumed, at the Company’s direction, that the Internal Data (including, without limitation, the Forecasts) were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the matters covered thereby and Centerview relied, at the Company’s direction, on the Internal Data for purposes of Centerview’s analysis and opinion. Centerview expressed no view or opinion as to the Internal Data or the assumptions on which it was based. In addition, at the Company’s direction, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of the Company, nor was Centerview furnished with any such evaluation or appraisal, and was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of the Company. Centerview assumed, at the Company’s direction, that the final executed merger agreement would not differ in any respect material to Centerview’s analysis or opinion from the Execution Draft Merger Agreement reviewed by Centerview. Centerview also assumed, at the Company’s direction, that the transaction will be consummated on the terms set forth in the merger agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Centerview’s analysis or Centerview’s opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and

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waivers for the transaction, no delay, limitation, restriction, condition or other change will be imposed, the effect of which would be material to Centerview’s analysis or Centerview’s opinion. Centerview did not evaluate and did not express any opinion as to the solvency or fair value of the Company, or the ability of the Company to pay its obligations when they come due, or as to the impact of the transaction on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and Centerview expressed no opinion as to any legal, regulatory, tax or accounting matters.

Centerview’s opinion expressed no view as to, and did not address, the Company’s underlying business decision to proceed with or effect the transaction, or the relative merits of the transaction as compared to any alternative business strategies or transactions that might be available to the Company or in which the Company might engage. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of Centerview’s written opinion, to the holders of the Cision’s ordinary shares (other than Excluded Shares) of the merger consideration to be paid to such holders pursuant to the merger agreement. For purposes of its opinion, Centerview was not asked to, and Centerview did not, express any view on, and its opinion did not address, any other term or aspect of the merger agreement or the transaction, including, without limitation, the structure or form of the transaction, or any other agreements or arrangements contemplated by the merger agreement or entered into in connection with or otherwise contemplated by the transaction, including, without limitation, the fairness of the transaction or any other term or aspect of the transaction to, or any consideration to be received in connection therewith by, or the impact of the transaction on, the holders of any other class of securities, creditors or other constituencies of the Company or any other party. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of the Company or any party, or class of such persons in connection with the transaction, whether relative to the merger consideration to be paid to the holders of Cision’s ordinary shares (other than Excluded Shares) pursuant to the merger agreement or otherwise. Centerview’s opinion was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of Centerview’s written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of Centerview’ written opinion. Centerview’s opinion does not constitute a recommendation to any shareholder of the Company or any other person as to how such shareholder or other person should vote with respect to the transaction or otherwise act with respect to the transaction or any other matter. Centerview’s financial advisory services and its written opinion were provided for the information and assistance of the Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the transaction. The issuance of Centerview’s opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

Summary of Centerview Financial Analysis

The following is a summary of the material financial analyses prepared and reviewed with the Board in connection with Centerview’s opinion, dated October 22, 2019. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Centerview, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Centerview. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Centerview’s view of the actual value of the Company. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Centerview. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors,

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could create a misleading or incomplete view of the processes underlying Centerview’s financial analyses and its opinion. In performing its analyses, Centerview made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company or any other parties to the transaction. None of the Company, Parent, Merger Sub, Platinum V or Centerview or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the Company do not purport to be appraisals or reflect the prices at which the Company may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before October 21, 2019 (the last trading day before the public announcement of the transaction) and is not necessarily indicative of current market conditions.

Selected Public Company Analysis

Centerview reviewed certain financial information of Cision and compared it to corresponding financial information of certain software and data information companies that Centerview selected based on its experience and professional judgment (which are referred to as the “selected companies” in this summary of Centerview’s opinion). Although none of the selected companies is directly comparable to Cision, the companies listed below were chosen by Centerview, among other reasons, because they are publicly traded, software and/or data information companies with certain operational, business and/or financial characteristics that, for purposes of Centerview’s analysis, may be considered similar to those of Cision.

However, because none of the selected companies is exactly the same as Cision, Centerview believed it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected public company analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences between the operational, business and/or financial characteristics of Cision and the selected companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis.

Using publicly available information obtained from SEC filings and other data sources as of October 21, 2019, Centerview calculated, for each of the selected companies, the company’s enterprise value (calculated as the equity value (determined using the treasury stock method and taking into account outstanding in-the-money options, warrants, restricted stock units and other convertible securities) plus the face value of debt and certain liabilities less cash and cash equivalents and certain other investments), as a multiple of Wall Street research analyst consensus estimated adjusted EBITDA for the calendar year 2020. Adjusted EBITDA is a non-GAAP measure, which reflects earnings from continuing operations (before deducting stock-based compensation expense) before interest, taxes, depreciation and amortization, excluding certain costs and other transactions which the management of the Company deemed non-recurring in nature. Where applicable, the multiples were adjusted to account for certain events such as pending acquisitions and divestitures.

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The selected companies and the results of this analysis are summarized as follows:

Based on its experience and professional judgment, for purposes of its analysis Centerview selected an enterprise value to estimated calendar year 2020 Adjusted EBITDA multiple reference range of 9.0x to 12.0x. In selecting this reference range, Centerview made qualitative judgments based on its experience and professional judgment concerning differences between the business, financial and operating characteristics and prospects of Cision and the selected Cision comparable companies that could affect their public trading values in order to provide a context in which to consider the results of the quantitative analysis.

Centerview applied the adjusted EBITDA multiple reference range to Cision’s calendar year 2020 estimated adjusted EBITDA (excluding non-recurring items and stock-based compensation expense) as set forth in the Forecasts to derive a range of implied enterprise values for Cision. Centerview subtracted from each of these ranges of implied enterprise values the face value of Cision’s net debt as of September 30, 2019 as set forth in the Internal Data to derive a range of implied equity values for Cision. Centerview then divided these implied equity values by the number of fully-diluted outstanding shares of Cision ordinary shares as set forth in the Internal Data to derive a range of implied values per Cision ordinary share of $9.25 to $15.00, rounded to the nearest $0.25. Centerview compared this range to the $10.00 per Cision ordinary share in cash, without interest, proposed to be paid to the holders of Cision’s ordinary shares (other than Excluded Shares) pursuant to the merger agreement.

Selected Precedent Transaction Analysis

Centerview reviewed and compared certain information relating to the following selected transactions involving publicly traded, software and/or data information companies that Centerview, based on its professional judgment and experience, deemed relevant to consider in relation to Cision and the transaction.

However, because no company or transaction used in this analysis is identical or directly comparable to Cision or the transaction. Centerview believed it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected precedent transaction analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences between the operational, business or

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financial characteristics of Cision and each target company as well as the transaction and the selected transactions that could affect the transaction values of each in order to provide a context in which to consider the results of the quantitative analysis. Although none of the selected transactions is directly comparable to the transaction, the transactions listed below were chosen by Centerview because, among other reasons, their participants, size or other factors, for purposes of Centerview’s analysis, may be considered similar to the transaction. Centerview used its experience, expertise and knowledge of these industries to select transactions that involved companies with certain operational, business and/or financial characteristics that, for purposes of this analysis, may be considered similar to certain characteristics of Cision. The reasons for and the circumstances surrounding each of the selected transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of Cision and the companies included in the selected transactions analysis.

Using publicly available information obtained from SEC filings and other data sources as of October 21, 2019, Centerview calculated, for each selected transaction, among other things, the enterprise value implied for the applicable target company based on the consideration payable in the applicable selected transactions, as a multiple of the target company’s Adjusted EBITDA for the last 12-month period, which we refer to as LTM, for which financial information had been made public at the time of the announcement of such transactions (excluding non-recurring items and stock-based compensation expense where that information was available).

The selected precedent transactions considered in this analysis are summarized as follows:

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Based on its analysis of the relevant metrics for each of the selected companies and other considerations that Centerview deemed relevant based on its professional judgment and experience, Centerview selected a reference range of enterprise value to estimated LTM Adjusted EBITDA multiples of 10.0x to 13.5x. In selecting this reference range, Centerview made qualitative judgments based on its experience and professional judgment concerning differences between the business, financial and operating characteristics and prospects of Cision and the companies included in the selected transactions and other factors that could affect the public trading, acquisition or other values of such companies or Cision. Centerview applied this reference range to Cision’s pro forma LTM Adjusted EBITDA as of September 30, 2019 (excluding non-recurring items and stock-based compensation expense, pro forma as if the acquisitions and divestitures that Cision had completed during the prior twelve month period had been completed at the beginning of the period) including the impact of realized synergies as if they were completed at the beginning of the period, reflected in the Internal Data, to calculate an illustrative range of implied enterprise values of Cision. Centerview subtracted from this range of implied enterprise values the face value of Cision’s net debt as of September 30, 2019 as set forth in the Internal Data to derive a range of equity values for Cision. Centerview then divided this range of equity values by the number of fully-diluted outstanding Cision ordinary shares as set forth in the Internal Data to derive a range of implied values per Cision ordinary share, of $9.00 to $15.00, rounded to the nearest $0.25. Centerview compared this range to the $10.00 per Cision ordinary share in cash, without interest, proposed to be paid to the holders of Cision’s ordinary shares (other than Excluded Shares) pursuant to the merger agreement.

Discounted Cash Flow Analysis

Centerview performed a discounted cash flow analysis of Cision based on the Forecasts and the calculations of after-tax unlevered free cash flows set forth under the heading “— Certain Unaudited Prospective Information.” A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset or set of assets by calculating the “present value” of estimated future cash flows of the asset or set of assets.

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“Present value” refers to the current value of future cash flows and is obtained by discounting those future cash flows by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

In performing this analysis, Centerview calculated an implied per share equity range for the shares of Cision common stock by discounting to present value as of October 21, 2019 using discount rates ranging from 8.0% to 9.0% (reflecting Centerview’s analysis of Cision’s weighted average cost of capital) and the mid-year convention, the forecasted unlevered free cash flows of Cision based on the Forecasts during the period beginning the fourth quarter of 2019, and ending on December 31, 2026. The implied terminal value of Cision at the end of the forecast period was estimated by using perpetuity growth rates ranging from 2.0% to 2.5%.

Based on its analysis, Centerview calculated a range of implied enterprise values of Cision. Centerview added to this range of implied enterprise values the estimated net present value of Cision’s future tax benefits and subtracted from this range the face value of Cision’s net debt as of September 30, 2019 as set forth in the Internal Data to derive a range of implied equity values of Cision. Centerview then divided this range of implied equity values by the number of fully-diluted outstanding shares of Cision ordinary shares as set forth in the Internal Data to derive a range of implied values of Cision ordinary shares of $8.75 to $12.75, excluding the net present value of Cision’s future tax benefits, and up to $13.00 including the net present value of Cision’s future tax benefits, rounded to the nearest $0.25. Centerview compared the results of the above analysis to the $10.00 per Cision ordinary share in cash, without interest, to be paid to the holders of Cision ordinary shares (other than Excluded Shares) pursuant to the merger agreement.

Other Factors

Centerview noted for the Board certain additional factors solely for informational purposes, including, among other things, the following:

General

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular

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circumstances and, therefore, a financial opinion is not readily susceptible to summary description. In arriving at its opinion, Centerview did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Rather, Centerview made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

Centerview’s financial analyses and opinion were only one of many factors taken into consideration by the Board in its evaluation of the transaction. Consequently, the analyses described above should not be viewed as determinative of the views of the Board or management of the Company with respect to the merger consideration or as to whether the Board would have been willing to determine that a different consideration was fair. The consideration for the transaction was determined through arm’s-length negotiations between the Company and Parent and was approved by the Board. Centerview provided advice to the Company during these negotiations. Centerview did not, however recommend any specific amount of consideration to the Company or the Board or that any specific amount of consideration constituted the only appropriate consideration for the transaction.

Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the two years prior to the date of its written opinion Centerview has not been engaged to provide financial advisory or other services to the Company, and has not received any compensation from the Company during such period. In the two years prior to the date of its written opinion, Centerview has not been engaged to provide financial advisory or other services to GTCR LLC (affiliates of which own approximately 34% of the Cision’s ordinary shares) and Centerview has not received any compensation from GTCR LLC during such period. In the two years prior to the date of its written opinion, Centerview has not been engaged to provide financial advisory or other services to Parent, Merger Sub or Platinum V and Centerview has not received any compensation from Parent, Merger Sub or Platinum V during such period. Centerview may provide financial advisory and other services to or with respect to the Company, GTCR LLC, Parent, Platinum V or their respective affiliates and portfolio companies of such affiliates in the future, for which Centerview may receive compensation. Certain (i) of Centerview and its affiliates’ directors, officers, members and employees, or family members of such persons, (ii) of Centerview’s affiliates or related investment funds and (iii) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest, may at any time acquire, hold, sell or trade, in debt, equity and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, the Company, GTCR LLC, Parent, Platinum V or any of their respective affiliates and portfolio companies, or any other party that may be involved in the transaction.

The Board selected Centerview as its financial advisor in connection with the merger based on Centerview’s reputation and experience. Centerview is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger.

In connection with Centerview’s services as the financial advisor to the Board, the Company has agreed to pay Centerview an aggregate fee that, based on information available as of the date of the announcement of the merger is estimated to be approximately $3,800,000, of which $2,000,000 was payable upon the rendering of Centerview’s opinion and the remainder of which is payable contingent upon consummation of the transaction. In addition, the Company has agreed to reimburse certain of Centerview’s expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement.

Certain Information regarding Cision’s Financial Advisor, Deutsche Bank Securities Inc.

Cision also engaged Deutsche Bank as a financial advisor to the Company in connection with the merger. The Company has agreed to pay Deutsche Bank for its services an aggregate fee currently estimated to be approximately $6,400,000, payable contingent upon consummation of merger. The Company also has agreed to reimburse Deutsche Bank for its expenses, including fees and expenses of counsel, and to indemnify Deutsche Bank and related parties against certain liabilities, including liabilities under federal securities laws, arising from Deutsche Bank’s engagement. Deutsche Bank was not requested to, and it did not, provide an opinion to the Board in connection with the merger.

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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. 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. 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. 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.

Certain Unaudited Prospective Information

The Company does not, as a matter of course, generally publish detailed business plans and strategies or make external disclosures of its anticipated financial position or results of operations. During April 2019, the Company prepared certain non-public unaudited financial forecasts regarding the Company’s projected future operations for fiscal years ending December 31, 2019 through December 31, 2026 (the “April 2019 Projections”) (which were not provided to potential bidders) for (i) the Board to consider in its evaluation of opportunities for a potential sale of the Company and (ii) Rothschild & Co and Centerview to use in developing their respective preliminary financial analyses of the Company. The Company subsequently updated such projections to account for, among other things, the completion of the Company’s second fiscal quarter of 2019, trade and economic headwinds experienced by the Company since April 2019, and updated growth forecasts for the Company that were revised downward (the “September 2019 Projections”). On September 23, 2019, the September 2019 Projections were provided for the Board to further consider in its evaluation of a potential sale of the Company, and also for Rothschild & Co and Centerview to use in their respective preliminary financial analyses of the Company. The September 2019 Projections (excluding the projections for the fiscal years ended December 31, 2024, 2025 and 2026) were also provided to prospective bidders who participated in the sale process in connection with their due diligence review of a possible transaction with the Company. In early October 2019, the Company further revised the September 2019 Projections for the three months ended December 31, 2019 and the fiscal years ended December 31, 2020 through 2026 to reflect, among other things, the anticipated financial results for the third fiscal quarter of 2019, and certain execution risks and operational headwinds facing the Company related to the Asia-Pacific region and the ability of the Company to integrate certain recently acquired businesses, which were not accounted for in the September 2019 Projections (the “October 2019 Projections”). The updated October 2019 Projections were provided to (i) the Board for its evaluation of a potential sale of the Company and (ii) Rothschild & Co and Centerview for their use in their respective financial analyses, including their analyses underlying their opinions described under the heading “Opinions of the Company’s Financial Advisors.” The October 2019 Projections were not provided to any prospective bidders, including Platinum. We refer to all of the foregoing financial projections as the “Financial Projections”, which are each summarized below.

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While the Financial Projections were prepared in good faith, no assurance can be made regarding future events. The estimates and assumptions underlying the Financial Projections involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industries in which the Company operates, and the risk and uncertainties described under “Cautionary Factors Regarding Forward-Looking Statements,” all of which are difficult to predict and many of which are outside the control of the Company and, upon consummation of the merger, will be beyond the control of Parent and the Surviving Company. As such the Financial Projections constitute forward-looking statements. The Company’s shareholders are urged to review the Company’s SEC filings for a description of risk factors with respect to the Company’s business. There can be no assurance that the underlying assumptions will prove to be accurate or that the projected results will be realized, and actual results likely will differ, and may differ materially, from those reflected in the Financial Projections, whether or not the merger is completed. The Financial Projections, while presented with numerical specificity, necessarily were based on numerous variables and assumptions that are inherently uncertain. Since the Financial Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The inclusion in this proxy statement of the summary of the Financial Projections below should not be regarded as an indication that the Company, the Board, Platinum or any of their respective financial advisors considered, or now considers, these forecasts to be a reliable predictor of future results.

The Financial Projections are based upon certain assumptions made by Management. Among other assumptions made, including those noted below, the Financial Projections assume that the Company would continue to operate as a standalone company and do not reflect any impact of the merger or the failure of the merger to occur.

The Financial Projections summarized below reflected the estimates and judgments of the Company’s management at the time they were prepared. The Financial Projections do not take into account any updates for circumstances or events occurring after the date the Financial Projections were prepared. None of the Company, Platinum V, Parent or Merger Sub or, after completion of the merger, the Surviving Company, undertakes any obligation, except as required by law, to update or otherwise revise the Financial Projections to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions.

By including the summary of the Financial Projections below, neither the Company nor any of its affiliates or representatives has made or makes any representation to any person regarding the actual performance of the Company compared to the information contained in the Financial Projections.

The Company has made no representation to Platinum V, Parent or Merger Sub in the merger agreement or otherwise, concerning the Financial Projections. The Financial Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding the Company contained in this proxy statement and its public filings with the SEC. Cision shareholders are cautioned not to place undue, if any, reliance on the Financial Projections.

All of the Financial Projections summarized below were prepared by and are the responsibility of the Company’s management. The Company’s auditor has neither examined, compiled nor performed any procedures with respect to the accompanying prospective financial information and, accordingly, the Company’s auditor does not express an opinion or any other form of assurance with respect thereto.

The Financial Projections were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data, published guidelines of the SEC regarding forward-looking statements or generally accepted accounting principles in the United States (“GAAP”).

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The Financial Projections include certain non-GAAP financial measures, including Adjusted EBITDA and any measures therefrom. The Company’s management included forecasts of Adjusted EBITDA in the Financial Projections because the Company’s 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 Company’s 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 Company’s 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.

The summary of the Financial Projections below is not included in this proxy statement to induce any shareholder to vote in favor of the merger proposal, including whether or not to seek dissenters’ rights with respect to Cision ordinary shares held by any shareholder, or any other proposals to be voted on at the special meeting, but rather the summary of the Financial Projections below is included only to provide Cision shareholders with access to certain prospective financial information concerning the Company that was made available to the Board, certain bidders, and Rothschild & Co. and Centerview, as described herein.

April 2019 Projections

The following table sets forth a summary of the April 2019 Projections:

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October 2019 Projections

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Growth Initiatives

In addition to the September 2019 Projections, management also prepared a summary of potential various growth initiatives which it shared with prospective bidders. The growth initiatives were based on various opportunities that management believed existed for increasing revenue. The growth initiatives were based on management’s estimates of revenue growth that may be achievable given significant focus and investment on an initiative. The estimates were provided to bidders for illustrative purposes only, and do not reflect the costs, risks or uncertainties of implementing such proposals, either as a standalone public company or in combination with any potential bidder.

Cross Sell Opportunities

Management provided estimates of new sales growth that it believed could be achieved by selling new products and solutions to existing customers, as summarized below. The following table sets forth revenue potential due to cross sell.

Upsell Opportunities

Management prepared estimates of potential upsell revenue opportunities by estimating the total number of customers who could be targeted each year for upsell opportunities and estimating the average incremental revenue per customer. These upsell estimates are summarized below.

Opportunity to Grow Cision Impact

Management prepared the following summary of projections to estimate the additional revenue increases it believed could be achieved by focusing on selling Cision Impact to new and existing customers. Cision Impact allows clients to show the validated reach, engagement, audience data and actual sales conversion data from customers exposed to a client’s earned media.

Opportunity to Grow Cision Audiences

Management prepared the following summary of projections to estimate the additional revenue increases it believed could be achieved by focusing on selling Cision Audiences to new and existing customers. Cision Audiences provides contextual retargeting of interested earned media audiences with specialized content for such audiences.

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Interests of the Company’s Directors and Executive Officers in the Merger

In considering the recommendation of the Board with respect to the merger agreement, the plan of merger and the Transactions, you should be aware that the Company’s executive officers and directors have economic interests in the merger that are different from, or in addition to, those of Cision shareholders generally. These interests may create potential conflicts of interest. The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger and in reaching its decision to determine that the merger and the other Transactions are in the best interests of the Company, approve the execution, delivery and performance of the merger agreement and consummation of the merger upon the terms and subject to the conditions contained in the merger agreement and recommend that the shareholders of the Company vote for the merger proposal, for an advisory and non-binding proposal by ordinary resolution to approve specified compensation that may become payable to the named executive officers of the Company in connection with the merger and for a proposal by ordinary resolution to approve one or more adjournments of the special meeting of shareholders to solicit additional proxies, if necessary and to the extent permitted by the merger agreement and the amended and restated memorandum and articles of association of the Company. These material interests are summarized below:

Treatment of Cision Ordinary Shares and Outstanding Equity Awards

With respect to Cision ordinary shares that the Company’s directors and executive officers beneficially own, the Company’s directors and executive officers will receive the same cash consideration per Cision ordinary share on the same terms and conditions as the other Cision shareholders.

Cision equity awards outstanding immediately prior to the effective time will generally be subject to the following treatment in accordance with the merger agreement, unless otherwise agreed to by the parties:

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Holders of Cision equity awards at the effective time will cease to have any rights with respect to such awards other than the rights to receive the payments described above.

Summary of Estimated Equity Award Payments

The table below sets forth, for each of the Company’s executive officers identified as “named executive officers” in our definitive proxy statement on Schedule 14A filed with the SEC on August 9, 2019, and our other executive officers and directors, (i) the number of unvested RSUs outstanding, other than the August 2019 RSUs, (ii) the number of August 2019 RSUs and (iii) the number of unvested specified restricted shares outstanding, in each case, that were held by such executive officer and director as of November 20, 2019, the latest practicable date to determine such amounts before the filing of this proxy statement. The table below does not attempt to forecast any grants, additional issuances, dividends or forfeitures of equity-based awards following the date of this proxy statement. Depending on when the closing date occurs, certain equity-based awards shown in the table may vest in accordance with their terms.

The table below also sets forth the total amount, based on the number of equity-based awards determined as described above, per individual, payable in respect of such equity-based awards on the closing date, which we assume to be November 20, 2019 for these purposes, with such amounts calculated by multiplying the number of ordinary shares underlying such RSUs and the number of specified restricted shares by the per share merger consideration of $10.00 per ordinary share.

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The number and value of vested RSUs and Company ordinary shares held by Company executive officers or directors is not included in the table below. The number of vested and unvested Company options (including performance vesting options) is not included in this table as such options will be cancelled and extinguished for no payment of any kind on the effective date as a result of their exercise price being in excess of the per ordinary share merger consideration.

Individual Employment Arrangements—Named Executive Officers

Each of the Company’s continuing named executive officers is a party to an employment agreement with us or one of our subsidiaries. Mr. Akeroyd’s employment agreement is between himself and Cision US Inc. (“Cision US”). Mr. Pearlstein’s employment agreement is between himself and Cision US. The following summary sets forth the material terms of the Company’s continuing named executive officer’s existing employment agreements, as well as the contractual arrangements which govern our relationships with Messrs. Edelboim and Smith and Dr. Mathes following their respective departures from Cision in 2019.

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Kevin Akeroyd

The employment agreement with Kevin Akeroyd provides that Mr. Akeroyd will serve as the chief executive officer of Cision US. The term of Mr. Akeroyd’s employment commenced on August 1, 2016 and will continue until (i) Mr. Akeroyd’s resignation, death or disability or (ii) Cision terminates his employment with or without cause. On June 29, 2017, in connection with the consummation of the prior business combination, Cision US entered into an amended employment agreement with Mr. Akeroyd in order to remove Canyon Holdings as a party to Mr. Akeroyd’s employment agreement. The terms of Mr. Akeroyd’s employment were not substantially modified by such amendment. Mr. Akeroyd’s base salary was raised to $625,000 in August 2018 and is subject to annual increase as approved by the Board.

Subject to continued employment, Mr. Akeroyd will be eligible to receive an annual bonus in an amount up to 100% of his base salary, as determined by the Board based upon Mr. Akeroyd’s performance and the performance of Cision, Cision US and the other subsidiaries of Cision relative to financial, operating and other objectives mutually agreed upon by the Board and Mr. Akeroyd. In addition, Mr. Akeroyd is entitled to such other benefits as are approved by the Board and made generally available to all senior management of Cision and Cision US.

If Mr. Akeroyd’s employment is terminated by resignation with good reason or by the Board without cause, then, during the 12-month period commencing on the date of termination (the “Akeroyd severance period”), (x) Cision US shall pay to Mr. Akeroyd an aggregate amount equal to 100% of his annual base salary, and (y) Cision US shall pay the premiums for Mr. Akeroyd’s continued coverage under Cision US’s health benefit plan during the Akeroyd severance period (subject to certain limitations).

In the event of Mr. Akeroyd’s resignation, if at the time of such resignation Cision US had the right to terminate Mr. Akeroyd’s employment with Cause, then Cision US may elect to treat such resignation as a termination of Mr. Akeroyd’s employment by Cision US with cause.

Mr. Akeroyd’s employment agreement also contains provisions relating to obligations to maintain confidentiality, ownership of property developed during employment, third-party information and use of information of prior employers, as well as non-solicitation of Cision employees for a period of 12 months following termination of employment.

For purposes of Mr. Akeroyd’s employment agreement:

“Cause” means (i) (a) the conviction or plea of no contest for or indictment on a felony or a crime involving moral turpitude or (b) the commission of any other act or omission involving (x) dishonesty that is reasonably likely to materially and adversely affect Cision or any of its subsidiaries or (y) fraud, in either case, with respect to Cision, Cision US or any of their respective subsidiaries or any of their customers, vendors or employees, (ii) substantial and repeated failure to perform duties of the office held by Mr. Akeroyd as reasonably and expressly directed by the Board, provided that Mr. Akeroyd shall have the opportunity to address the Board before a termination pursuant to this clause (ii) becomes effective, (iii) gross negligence or willful misconduct with respect to the Cision, Cision US or any of their respective subsidiaries or any of their customers, vendors or employees, (iv) conduct which could reasonably be expected to bring Cision, Cision US or any of their respective subsidiaries into substantial public disgrace or disrepute, (v) any breach by Mr. Akeroyd of the confidentiality or non-solicitation provisions of his agreement and/or (vi) a failure to observe Cision’s, Cision US’s or any of their respective subsidiaries’ policies or standards regarding employment practices (including, without limitation, nondiscrimination and sexual harassment policies) as approved by the Board of Directors from time to time.

“Good reason” means (i) a material reduction in Mr. Akeroyd’s then effective annual base salary, (ii) a material diminution in Mr. Akeroyd’s title, (iii) the assignment of duties to Mr. Akeroyd materially inconsistent with his position or (iv) the relocation by Cision US of Mr. Akeroyd’s principal office to a location which is more than 50 miles outside of the San Jose metropolitan area, in each case, without the prior written consent of Mr. Akeroyd.

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Jack Pearlstein

The employment agreement with Jack Pearlstein provides that Mr. Pearlstein will serve as the chief financial officer of Cision US. The term of Mr. Pearlstein’s employment commenced on May 30, 2014 and will continue until (i) Mr. Pearlstein’s resignation, death or disability or (ii) Cision US terminates his employment with or without cause. On June 29, 2017, in connection with the consummation of the prior business combination, Cision US entered into an amended employment agreement with Mr. Pearlstein in order to remove Canyon Holdings as a party to Mr. Pearlstein’s employment agreement. The terms of Mr. Pearlstein’s employment were not substantially modified by such amendment. Mr. Pearlstein’s base salary is currently fixed at $400,000 per year and is subject to annual increase as approved by Cision US’s board of directors.

Subject to continued employment, Mr. Pearlstein will be eligible to receive an annual bonus in an amount up to 50% of his base salary, as determined by Cision US’s board of directors based upon Mr. Pearlstein’s performance and the performance of Cision, Cision US and the other subsidiaries of Cision relative to financial, operating and other objectives mutually agreed upon by the Board of Directors and Mr. Pearlstein. In addition, Mr. Pearlstein is entitled to such other benefits as are approved by the Board of Directors and made generally available to all senior management of Cision and Cision US.

If Mr. Pearlstein’s employment is terminated by resignation with good reason or by the board of directors without cause, then, during the 18-month period commencing on the date of termination (the “Pearlstein severance period”), (x) Cision US shall pay to Mr. Pearlstein an aggregate amount equal to 150% of his annual base salary, and (y) Cision US shall pay the premiums for Mr. Pearlstein’s continued coverage under Cision US’s health benefit plan during the Pearlstein Severance Period (subject to certain limitations).

Mr. Pearlstein’s employment agreement also contains provisions relating to obligations to maintain confidentiality, ownership of property developed during employment, third-party information, use of information of prior employers, non-competition with Cision Ltd.’s and its respective subsidiaries’ business and non-solicitation of Cision’s and its respective subsidiaries’ employees for a period of 18 months following termination of employment.

For purposes of Mr. Pearlstein’s employment agreement:

“Cause” means (i) (a) the conviction or plea of no contest for or indictment on a felony or a crime involving moral turpitude or (b) the commission of any other act or omission involving (x) dishonesty that is reasonably likely to materially and adversely affect Cision or any of its subsidiaries or (y) fraud, in either case, with respect to Cision, Cision US or any of their respective subsidiaries or any of their customers, vendors or employees, (ii) substantial and repeated failure to perform duties of the office held by Mr. Pearlstein as reasonably and expressly directed by the Board, provided that Mr. Pearlstein shall have the opportunity to address the Board before a termination pursuant to this clause (ii) becomes effective, (iii) gross negligence or willful misconduct with respect to the Cision, Cision US or any of their respective subsidiaries or any of their customers, vendors or employees, (iv) conduct which could reasonably be expected to bring Cision, Cision US or any of their respective subsidiaries into substantial public disgrace or disrepute, (v) any breach by Mr. Pearlstein of the confidentiality or non-solicitation provisions of his agreement and/or (vi) a failure to observe Cision’s, Cision US’s or any of their respective subsidiaries’ policies or standards regarding employment practices (including, without limitation, nondiscrimination and sexual harassment policies) as approved by the Board from time to time.

“Good reason” means (i) a material reduction in Mr. Pearlstein’s then effective annual base salary, (ii) a material diminution in Mr. Pearlstein’s title, (iii) the assignment of duties to Mr. Pearlstein materially inconsistent with his position or (iv) the relocation of Mr. Pearlstein’s principal office to a location which is more than 50 miles outside of the Washington, D.C. metropolitan area, in each case, without the prior written consent of Mr. Pearlstein.

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Dr. Rainer Mathes

The Company entered into employment arrangements with Dr. Mathes in both the United States and Germany. Dr. Mathes had two separate employment agreements because he spent roughly equal amounts of time working in the United States and in Germany throughout the year. Dr. Mathes’ departed from Cision US effective October 25, 2019. It is expected that Dr. Mathes will remain an employee of Cision Germany GmbH (“Cision Germany”), a wholly owned subsidiary of the Company, through April 2020.

Pursuant to the terms of his employment agreement with Cision US, Dr. Mathes will be entitled to six months continued base salary from October 25, 2019. A total of 9,844 options for ordinary shares have vested and will be exercisable by Dr. Mathes for 90 days from October 25, 2019. Dr. Mathes’ unvested RSUs have been cancelled for no consideration. Dr. Mathes will remain subject to the customary non-competition and non-solicitation provisions that are contained in his employment agreement with Cision US for a period of approximately twelve months following his departure.

Dr. Mathes is party to a managing director service contract with Cision Germany. The service contract provides that Dr. Mathes will serve as a managing director of Cision Germany and is entitled to an annual salary of €157,500 (which amount is in addition to amounts payable under his U.S. employment arrangements). The service contract contains customary non-competition and non-solicitation provisions which remain in effect during the term of the service contract and for 12 months following termination. Dr. Mathes’ service contract is subject to six month’s notice of termination before Dr. Mathes may be released from his work obligations. Such notice has been given under the service contract and we expect Dr. Mathes to terminate his employment with Cision Germany in April 2020.

Individual Employment Arrangements—Other Executive Officers

Set forth below is a brief description of Cision’s employments arrangements with its executive officers, other than the persons described under the heading “—Individual Employment Arrangements—Named Executive Officers.”

Erik Huddleston, Susan Steele, Gregg Spratto and Steve Solomon

Each of Erik Huddleston, Susan Steele, Gregg Spratto and Steve Solomon are party to an employment agreement between themselves and Cision US. In the event any of these executive officers are terminated, such officer would be entitled to receive: (a) any earned but unpaid amounts of his/her annual base salary through the date of such termination, subject to withholding and other appropriate deductions, (b) reimbursement for reasonable and documented expenses accrued during employment, (c) except in the case of Mr. Spratto, any earned but unpaid annual bonus relating to any prior fiscal year and (d) any vested benefits (including vacation, but, except in the case of Mr. Solomon, excluding severance-type benefits) accrued through the date of such termination. In addition, if such officer is terminated without “cause,” such officer will be entitled to receive severance payments equal to 50% of such officer’s annual base salary (the “Severance Payments”), payable in equal installments on regular salary payment dates, during the 6-month period following the date of termination (the “Severance Period”). Except in the case of Mr. Solomon, each of these listed executive officers is also entitled to the option, by delivering written notice to Cision US, to extend the Severance Period for up to one additional six-month period, during which such executive officer will continue to receive Severance Payments. In order to receive any Severance Payments, such officer must deliver a general release in a form satisfactory to Cision US and must not have breached any provisions in the general release or certain provisions of such officer’s employment agreement. Each of their respective employment agreements provides that each will remain subject to the customary non-competition and non-solicitation provisions for twelve months following their separation from Cision, apart from Steve Solomon, who is bound by non-competition and non-solicitation provisions for the six months following his separation from Cision.

For the purposes of each of the foregoing officers’ employment agreements, “cause” generally means (i) the commission of a felony or a crime involving moral turpitude or the commission of any other act or omission

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involving dishonesty or fraud with respect to Cision or its subsidiaries or any of their customers, vendors or employees, (ii) substantial and repeated failure to perform duties of the office held by such officer as reasonably directed by an executive to whom such officer directly or indirectly reports or by Cision, (iii) gross negligence or willful misconduct with respect to Cision or its subsidiaries or any of their customers, vendors or employees, (iv) conduct which could reasonably be expected to bring Cision or subsidiaries into substantial public disgrace or disrepute, (v) any breach by such officer of the confidentiality, non-solicitation or non-competition provisions contained in such officer’s employment agreement or (vi) a failure to observe policies or standards regarding employment practices (including, without limitation, nondiscrimination and sexual harassment policies) as approved by Cision US from time to time.

Yujie Chen

The terms of Yujie Chen’s employment are governed by an employment agreement between himself and PRN Business Consulting (Shanghai) Co., Ltd., Beijing Branch, a wholly-owned subsidiary of the Company. Under Mr. Chen’s employment agreement, he is subject to customary non-solicitation provisions for two years following the expiration or termination of his employment.

Peter Low

The terms of Peter Low’s employment are governed by an employment agreement between himself and Gorkana Group, Ltd., a wholly-owned subsidiary of the Company. Under his employment agreement, Mr. Low is entitled to (a) any earned but unpaid amounts of their respective annual base salary through the date of such termination, subject to withholding and other appropriate deductions, (b) reimbursement for reasonable and documented expenses accrued during employment and (c) any vested benefits (including vacation, but excluding severance-type benefits) accrued through the date of such termination. In addition, if Mr. Low’s employment ends not for cause and by Gorkana Group Ltd., Mr. Low is entitled to six months’ notice of termination, or pay in lieu of such notice.

Jason Edelboim

Jason Edelboim resigned from his position with Cision on January 16, 2019. The terms of Mr. Edelboim’s separation are governed by his existing employment agreement, which is between himself and PR Newswire Association, LLC. The employment agreement provides that Mr. Edelboim will remain subject to the customary non-competition and non-solicitation provisions contained therein for a period of nine months following his departure.

Abe Smith

On January 15, 2019, Mr. Smith departed Cision and entered into a separation agreement with Cision US. The separation agreement provides that Mr. Smith will receive six month’s salary continuation, in addition to a one-time lump sum repatriation payment of  $105,000 (Mr. Smith relocated from the United States to the United Kingdom in 2017 in connection with his appointment as President—EMEA). The separation agreement also provides that Mr. Smith will remain subject to the customary non-competition and non-solicitation provisions contained in his original employment agreement with Cision US for a period of six months following his departure.

New Management Arrangements

Prior to the effective date of the merger, some or all of the Company’s executive officers may discuss or enter into agreements, arrangements or understandings with Parent or its affiliates regarding the executive officers’ continuing employment or compensation and benefits, including equity incentive arrangements, on a going-forward basis following closing of the merger. No such new agreements, arrangements and understandings have been entered into as of the date of this proxy statement.

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Golden Parachute Compensation

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of the Company’s named executive officers that is based on or otherwise relates to the merger, which is referred to as “golden parachute” compensation by the applicable SEC disclosure rules. The individuals disclosed within this section and referred to as the “named executive officers” are the Company’s current principal executive officer, current principal financial officer, and three most highly compensated executive officers other than the principal executive officer and principal financial officer for the Company’s most recently completed fiscal year.

The amounts set forth in the table are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement and in the footnotes to the table. As a result, the actual amounts, if any, that a named executive officer will receive may materially differ from the amounts set forth in the table. The calculations in the table below do not include amounts the Company’s named executive officers were already entitled to receive or vested in as of the date hereof or amounts under contracts, agreements, plans or arrangements to the extent they do not discriminate in scope, terms or operation in favor of executive officers and that are available generally to all the salaried employees of the Company.

The table below assumes that (1) the effective time will occur on November 20, 2019, (2) the employment of the named executive officer will be terminated on such date in a manner entitling the named executive officer to receive severance payments and benefits under the terms of the named executive officer’s employment arrangement, (3) the named executive officer’s base salary remains unchanged from those in place as of November 20, 2019, (4) no named executive officer receives any additional equity grants or exercises any options to acquire Cision shares on or prior to the effective time and (5) no named executive officer enters into new agreements or is otherwise legally entitled to, prior to the effective time, additional compensation or benefits. For a narrative description of the terms and conditions applicable to the payments quantified in the table below, see “—Treatment of Cision Ordinary Shares and Outstanding Equity Awards” and “—Individual Employment Arrangements” above.

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The amounts shown are based on the number of the respective equity-based awards held by each named executive officer as of November 20, 2019, the latest practicable date to determine such amounts before the filing of this proxy statement. The amounts shown do not attempt to forecast any grants, additional issuances, dividends or forfeitures of equity-based awards following the date of this proxy statement. Depending on when the closing date occurs, certain equity-based awards will vest in accordance with their terms prior to the closing date. Each of the Cash-Out Awards described in this note (5) are subject to single-trigger arrangements, triggered solely by the terms of the merger and not otherwise requiring the termination of the respective named executive officer with cause or for good reason, as applicable under their respective employment arrangements.

Set forth below are the values attributable to the Cash-Out Awards and the values attributable to the Deferred Cash Awards.