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2014-04-16

Meltwater: Meltwater increases its cash offer to the shareholders of Cision to SEK 63 per share and criticizes the bid process

This press release may not be published or distributed, directly or
indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or
South Africa. The Offer is not being made to, nor will any tender of shares
be accepted from or on behalf of, holders in such jurisdictions or elsewhere
where their participation requires further documentation, filings or other
measures in addition to those required by Swedish law. Shareholders in the
United States should refer to the section titled "Special notice to
shareholders in the United States" at the end of this announcement.

Press release

16 April 2014

Meltwater increases its cash offer to the shareholders of Cision
to SEK 63 per share and criticizes the bid process

On 3 April 2014 Meltwater Drive Sverige AB ("Meltwater") announced a public
cash offer for all outstanding shares in Cision AB (publ) ("Cision") of SEK
60 per share (the "Meltwater Offer"). The Meltwater Offer followed an offer
to the shareholders in Cision by GTCR Investment X AIV Ltd. ("GTCR"),
initially amounting to SEK 52 per share, increased to SEK 55.1 and
subsequently increased to SEK 61 per share (the "GTCR Offer").

Prior to the GTCR Offer being announced, four large shareholders in Cision
(jointly referred to as the "Main Shareholders") entered into undertakings to
tender their shares in the GTCR Offer subject to certain conditions, inter
alia that GTCR in all material aspects complied with applicable laws, the
takeover rules and the policies and practices established by the Swedish
Securities Council.

Meltwater is of the view that fundamental market mechanics have been set aside
in the bidding process for Cision, primarily due to actions taken by GTCR
which in the view of Meltwater has acted in breach of good market practice.
In addition, a vague and incomplete ruling by the Swedish Securities Council
(Sw. Aktiemarknadsnämnden
) enabled GTCR to block a higher offer to the shareholders in Cision.

Meltwater is committed to act in compliance with good stock market practice in
the bidding process for Cision. Therefore, in an ambition to give the
shareholders in Cision an opportunity to benefit from the value created
following a fair and open public bidding process, Meltwater has today decided
to increase its offer to the shareholders of Cision to SEK 63 per share.

As the Meltwater Offer remains conditional upon of an acceptance level of at
least 70 per cent, satisfaction of this condition requires that GTCR either
accepts the Meltwater Offer or enables the shareholders who have previously
accepted the GTCR Offer to withdraw their acceptances and accept the
Meltwater Offer.

Compliance with good market practice
On the basis of GTCR's announcements and its response before the Swedish
Securities Council, it is clear that GTCR received confidential, non-public
and price sensitive information from Cision about Meltwater's takeover
proposal and the details thereof, including the planned bid price of at least
SEK 55 prior to 18 March 2014. In the opinion of Meltwater, GTCR acted on
this privileged information at the expense of the Cision shareholders.

On 18 March 2014, and in possession of the price-sensitive information, GTCR
declared its bid unconditional. This action had two important consequences.
The first being that it transformed the irrevocable undertakings from the
Main Shareholders into unconditional share acquisitions thereby blocking them
from tendering their 44.3 per cent of the shares in Cision into higher
competing offers.

The second consequence of GTCR's action was that all remaining shareholders
were invited to irrevocably tender their shares at SEK 52, while GTCR had
knowledge of the planned offer from Meltwater at a price per share of at
least SEK 55.

On 20 March 2014, GTCR increased its offer to SEK 55.10. Meltwater's planned
offer of at least SEK 55 became public knowledge only on the 21 March 2014 in
a press release by Cision.

The ruling of the Swedish Securities Council
Following GTCR declaring the GTCR Offer unconditional while in possession of
confidential, non-public and price sensitive information, the Main
Shareholders applied to the Securities Council for a ruling on whether GTCR's
actions were compliant with good market practice and/or if GTCR's actions
were in the so-called grey zone to what is compliant with the Market Abuse
Act and therefore not compliant with good market practice on the Swedish
stock market. If it could be shown that GTCR had acted in breach of good
market practice, the undertakings of the Main Shareholders would have been
invalid and the Main Shareholders would have been free to entertain competing
offers, as was the intention of the undertakings of the Main Shareholders.

The Securities Council promotes good practices in the Swedish stock market
through statements, advice and information. On 4 April 2014, the Securities
Council -- after a number of days of deliberations, and on (what at that time
was) the last day of the acceptance period of the GTCR Offer - announced that
it was not prepared to rule on whether or not the actions taken by GTCR were
in the so-called grey zone, nor, given the circumstances, prepared to state
that GTCR's actions were not in accordance with good market practise. It is
Meltwater's opinion that the Security Council in a vague and incomplete
ruling thereby failed to uphold the integrity of the Swedish stock market.

The fact that the Securities Council, in its ruling 2014:16, actually does
take the view that Meltwater's takeover proposal should have been disclosed
to the market, shows the significance of the information that was available
to GTCR. The fact that the Securities Council furthermore expresses a view
onwhen
such information should have been disclosed, supports Meltwaters' view that
GTCR's actions are at least in the so-called grey zone of what is compliant
with the Market Abuse Act, and as a result thereof also in breach of good
market practice on the Swedish stock market.

The Securities Council's handling of the matter enabled - in effect - GTCR to
receive an injunction issued by the Stockholm District Court (Sw. Stockholms
Tingsrätt)
on 4 April 2014 with threats of fines totalling SEK 40 million. The injunction
effectively blocked Meltwater's bid at SEK 60, and the Main shareholders thus
tendered their shares to GTCR at share price SEK 55.10.

On 7 April 2014, GTCR increased the offer to SEK 61 per share. Although the
increased offer is beneficial to the Cision shareholders, it does not ensure
the full price for their shares. Only in a level playing field bidding
process, the shareholders will receive the highest price a bidder would be
willing to pay for the shares in Cision.

For further information, seewww.meltwater.com.

This press release was submitted for publication on 16 April 2014 at 11:00
(CET).

Further information
For media questions, please contact:
Erik Åfors
+46 73-434 09 33
eu.pr@meltwater.com

Important notice
This is a translation of the original Swedish language press release. In the
event of discrepancies, the original Swedish version shall prevail.

Offer restrictions
The Offer is not being made to persons whose participation in the Offer
requires that any additional offer document is prepared or registration
effected or that any other measures are taken in addition to those required
under Swedish law. This press release and any documentation relating to the
Offer are not being published in or distributed to or into and must not be
mailed or otherwise distributed or sent in or into any country in which the
distribution or offering would require any such additional measures to be
taken or would be in conflict with any law or regulation in such country. Any
such action will not be permitted or sanctioned by Meltwater. Any purported
acceptance of the Offer resulting directly or indirectly from a violation of
these restrictions may be disregarded.

The Offer is not being made, directly or indirectly, in or into Australia,
Canada, Hong Kong, Japan, New Zealand or South Africa by use of mail or any
other means or instrumentality (including, without limitation, facsimile
transmission, electronic mail, telex, telephone and the Internet) of
interstate or foreign commerce, or of any facility of national security
exchange, of Australia, Canada, Hong Kong, Japan, New Zealand or South
Africa, and the Offer cannot be accepted by any such use, means,
instrumentality or facility of, or from within, Australia, Canada, Hong Kong,
Japan, New Zealand or South Africa. Accordingly, this press release and any
documentation relating to the Offer are not being and should not be sent,
mailed or otherwise distributed or forwarded in or into Australia, Canada,
Hong Kong, Japan, New Zealand or South Africa.

Meltwater will not deliver any consideration under the Offer into Australia,
Canada, Hong Kong, Japan, New Zealand or South Africa.

This press release is not being, and must not be, sent to shareholders with
registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand or
South Africa. Banks, brokers, dealers and other nominees holding shares for
persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa
must not forward this press release or any other document received in
connection with the Offer to such persons.

Statements in this press release relating to future status or circumstances,
including statements regarding future performance, growth and other trend
projections and the other benefits of the Offer, are forward-looking
statements. These statements may generally, but not always, be identified by
the use of words such as "anticipates", "intends", "expects", "believes", or
similar expressions. By their nature, forward-looking statements involve risk
and uncertainty because they relate to events and depend on circumstances
that will occur in the future. There can be no assurance that actual results
will not differ materially from those expressed or implied by these
forward-looking statements due to many factors, many of which are outside the
control of Meltwater and Cision. Any such forward-looking statements speak
only as of the date on which they are made and Meltwater has no obligation
(and undertakes no such obligation) to update or revise any of them, whether
as a result of new information, future events or otherwise, except for in
accordance with applicable laws and regulations.

Special notice to shareholders in the United States
The Offer described in this announcement is subject to the laws of Sweden. It
is important for US securities holders to be aware that this document is
subject to disclosure and takeover laws and regulations in Sweden that are
different from those in the United States. As applicable, Meltwater will
comply with Regulation 14E under the US Secu...

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