Cimpress N.V. (NASDAQ:CMPR) Files An 8-K Entry into a Material Definitive Agreement

Cimpress N.V. (NASDAQ:CMPR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement

On December 9, 2016, Cimpress USA Incorporated, a wholly owned subsidiary of Cimpress N.V., entered into a Purchase Agreement with National Pen Holdings, LLC, a Delaware limited liability company, and National Pen Blocker Holdings, L.P., a Delaware limited liability partnership, as sellers; and National Pen Co. LLC, a Delaware limited liability company, and National Pen Blocker Corp., a Delaware corporation, as target companies. Under the Purchase Agreement, Cimpress agreed to acquire 50% of the outstanding equity interests of the target companies for a purchase price of approximately $218,000,000 payable in cash at closing, subject to adjustment based on acquired cash, debt, and working capital as of the closing date, as well as seller expenses. The Purchase Agreement provides that $9,270,000 of the purchase price will be 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.
Subject to the satisfaction of various closing conditions, including antitrust clearance in the United States and Germany, Cimpress expects the transaction to close as early as the end of December 2016.
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 is filed as an exhibit to this report and incorporated herein by reference.
Item 8.01. Other Events
During October and November 2016, Cimpress N.V. purchased 593,763 of its ordinary shares for $50 million inclusive of transaction costs, an average price per share of $84.22, to the share repurchase program authorized by the Supervisory Board on February 22, 2016.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
See the Exhibit Index attached to this report.

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 +0.22 at 91.80 with 171,491 shares trading hands.

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