On December 30, 2016, Cimpress USA Incorporated, a wholly owned subsidiary of Cimpress N.V., completed its previously announced acquisition of National Pen Co. LLC, a Delaware limited liability company, and National Pen Blocker Corp., a Delaware corporation, to the Purchase Agreement dated December 9, 2016 among Cimpress USA Incorporated; National Pen Holdings, LLC and National Pen Blocker Holdings, L.P., as sellers; and National Pen Co. LLC and National Pen Blocker Corp., as target companies. Cimpress USA acquired 50% of the outstanding equity interests of the target companies for a purchase price of $218,000,000 in cash, as adjusted at closing, and subject to further post-closing adjustment, based on acquired cash, debt, and working capital as of the closing date, as well as seller expenses. Under the Purchase Agreement, $9,270,000 of the purchase price was deposited into escrow accounts to cover any shortfall from agreed levels of the target companies’ net cash, debt, and working capital at closing and to secure certain obligations of the sellers. The parties also jointly purchased a $22,000,000 buy-side representation and warranty insurance policy containing customary terms and conditions to supplement the escrow funds with respect to breaches of sellers’ representations and warranties and the pre-closing tax indemnity.

The foregoing is not a complete description of the parties’ rights and obligations under the Purchase Agreement and is qualified by reference to the full text and terms of such agreement, which was filed as an exhibit to Cimpress’ current report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2016 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

Not applicable.

(b) Pro Forma Financial Information

Not applicable.

(d) Exhibits

The Purchase Agreement dated December 9, 2016 among Cimpress USA Incorporated, National Pen Holdings, LLC, National Pen Blocker Holdings, L.P., National Pen Co. LLC, and National Pen Blocker Corp. is incorporated by reference to this report from Exhibit 10.1 of Cimpress’ current report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2016.

About Cimpress N.V. (NASDAQ:CMPR)

Cimpress N.V., formerly Vistaprint N.V., is a technology driven company, which aggregates through the Internet, large volumes of small, individually customized orders for a spectrum of print, signage, apparel and similar products. The Company operates through segments, which include Vistaprint business unit, Upload and Print business units and All Other business units. The Vistaprint business unit segment represents its Vistaprint-branded Websites and its Webs-branded business. The Vistaprint business unit also sells standard business cards, and focuses on product categories, which include signage, marketing materials, and promotional products and apparel. The Upload and Print business units segment includes the druck.at, Exagroup, Easyflyer, Printdeal, Pixartprinting, Tradeprint, and WIRmachenDRUCK branded businesses. The All Other business units segment includes operations of its Albumprinter and Most of World business units and Corporate Solutions business unit.

Cimpress N.V. (NASDAQ:CMPR) Recent Trading Information

Cimpress N.V. (NASDAQ:CMPR) closed its last trading session up +0.65 at 93.96 with 230,639 shares trading hands.