Cision, Inc. entered into an agreement and plan of merger to acquire Capitol Acquisition Corp. III (NasdaqCM:CLAC) in a reverse merger transaction on March 19, 2017. Pursuant to the merger agreement, a business combination between Capitol Acquisition and Cision will be effected through a “contribution and exchange” wherein Cision will be contributed to a wholly-owned subsidiary of Capitol Acquisition, that will become a publicly traded in exchange for 82.1 million ordinary shares and 2 million warrants to purchase ordinary shares. Capitol Acquisition intends to apply to list the ordinary shares and warrants on the Nasdaq Stock Market in connection with the closing of the transaction. The current management of Cision will retain 100% of their equity in the combined company. If no Capitol Acquisition stockholders elect to redeem their shares, at the closing of the contemplated transaction, Cision and certain of its affiliates will hold approximately 68% of the issued and outstanding ordinary shares and current stockholders of Capitol will hold approximately 32% of the issued and outstanding ordinary shares. Cision will also receive earnout shares totaling up to 6 million ordinary shares, issued in 2 million increments when Capitol stock price reaches $13, $16 and $19 per share. Upon consummation of the transaction, Capitol warrants shall entitle the holders to purchase ordinary shares of the company at a purchase price of $11.50 per share. Following consummation of the transaction, the name of Capitol Acquisition Corp. III will be changed to Cision Ltd. The deal may be terminated by either Capitol or Cision if not consummated on or before October 19, 2017 or December 19, 2017, if a later date is approved by Capitol stockholders. Cision’s management team, led by Chief Executive Officer Kevin Akeroyd and Chief Financial Officer Jack Pearlstein, will continue to run the combined company post-transaction. Capitol Acquisition Chairman and Chief Executive Officer, Mark Ein, will join the combined company’s Board of Directors and serve as Vice Chairman. Capitol Acquisition’s President and Chief Financial Officer, Dyson Dryden, will also join the Board. Upon completion of the transaction, the directors of Capitol will be Stephen P. Master, Mark M. Anderson and Philip A. Canfield, who were designated by Cision, and Kevin Akeroyd, Stuart Yarbrough, Mark D. Ein and L. Dyson Dryden. The executive officers of Capitol will include, Kevin Akeroyd, Jack Pearlstein, Jason Edelboim, Yujie Chen, Sean O’Driscoll, Robert Coppola and Chris Lynch. The transaction is conditioned upon approval by Capitol Acquisition's stockholder, Capitol Acquisition having at least $5 million of net tangible assets, the available closing date cash shall not be less than $225 million, memorandum and articles of association shall have been amended and restated, the Form S- 4 with respect to the registration of ordinary shares and warrants shall have become effective, registration rights and nominating agreements having been executed, the common shares to be issued pursuant to agreement have been approved for listing on Nasdaq and other anti-trust and regulatory approvals. The boards of directors of both Capitol and Cision have unanimously approved the proposed transaction. The merger is expected to be consummated by June 30, 2017. As part of the transaction, Capitol Acquisition Corp will provide approximately $325 million of cash which will be used to reduce Cision’s existing second lien debt. As of June 6, 2017, the holders of record of Capitol's common stock at the close of business on June 9, 2017 will be invited to attend Capitol's annual meeting of stockholders to vote on the proposed merger. As of June 29, 2017, the shareholders of Capitol approved the transaction, proposal of the name change of Capitol Acquisition to Cision Ltd. and other proposals related to the transaction. Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Credit Suisse (USA), Inc. acted as financial advisors to Capitol Acquisition. Paul Sheridan, David Kurzweil, Cory Tull, Victoria VanStekelenburg, Lisa Watts, Alan Kimball, Alexander Cohen and Adam Kestenbaum of Latham & Watkins LLP and David Miller and, Jeff Gallant of Graubard Miller acted as legal advisors to Capitol Acquisition. PJT Partners, LP acted as financial advisor and Stephen L. Ritchie, Mark A. Fennell, Sean Kramer, Carol Anne Huff, Craig Garvey, Dean Bachus, Seth Traxler, William Welke, Russell Light, Polina Liberman, Dulcie Daly, Alexandra Mihalas, Melissa Grim, Matthew Keiser, John Caruso, Paul Tanaka, Michael Thorpe, Sarah Jordan, Peter Stach, Jeff Gilson, Kevin Frank, Kate Coverdale, Ryan Farrell, Evangelia Podaras, John Jefferson, Michael Mahoney, Nick-Raj Birdi, Christopher Butler, Thomas Dobleman, Aprajita Dhundia, Kurt Wunderlich and Mollie Tuomisto of Kirkland & Ellis LLP acted as legal advisors to Cision. Morrow Sodali Global LLC acted as the proxy solicitor to capitol and will be paid a fee of $12,500 plus disbursements and an additional contingent fee of $20,000. Continental Stock Transfer & Trust Company acted as the transfer agent for capitol in this transaction. Cision, Inc. completed the acquisition of Capitol Acquisition Corp. III (NasdaqCM:CLAC) in a reverse merger transaction on June 29, 2017. As part of the closing, the combined company was renamed Cision Ltd., and anticipates that starting on June 30, 2017, its ordinary shares and warrants will begin trading on the New York Stock Exchange and NYSE MKT under the symbols CISN and CISN WS, respectively.