- Acquisition supports strategy to leverage a common platform across
multiple brands, each brand with a distinct value proposition and
customer focus -
VENLO, the Netherlands--(BUSINESS WIRE)--Mar. 2, 2015--
Cimpress N.V. (Nasdaq:CMPR), the world leader in mass customization,
announced today it has entered into a definitive agreement to acquire
Exagroup SAS, one of the leading web-to-print businesses in Europe that
focuses on serving French graphic arts professionals and printers.
The acquisition supports Cimpress’ strategy of building a
software-enabled operational platform that aggregates and optimizes the
supply chain and production of mass customized products such as signage,
printing, apparel and promotional products. Exagroup brings a large
variety of high quality products and a sophisticated network of
outsourcing partners that are expected, over time, to significantly
expand the breadth and depth of the selection available on the Cimpress
mass customization platform. Cimpress goes to market via a portfolio of
specialized and focused brands and Exagroup also complements Cimpress’
strategy in this regard. Exagroup’s largest brand, Exaprint, serves
graphic arts professionals and offline printers who, in turn, resell to
end customers. Exagroup also goes to market via a network of almost
1,000 web-to-store retail partners under the PrintyShop™ brand and via
the Pure Impression brand.
“We are excited to welcome Exagroup, its team members, and customers to
Cimpress,” said Robert Keane, president and chief executive officer of
Cimpress. “We are impressed by the company’s reputation for innovation,
creativity, quality and reliability and look forward to supporting
Exagroup in deepening its partnerships with its valued resellers.”
Keane continued, “Over the past 15 years, Exagroup has earned the
loyalty of local printers, copy shops and graphic arts professionals by
delivering a wide array of innovative, creative and high quality
products via a simple-to-use extranet, complemented by white label
marketing tools that enable resellers to fully control and own the
relationship with the end customer. Cimpress plans to continue to invest
in this reseller-focused value proposition and to use the versatility of
our mass customization platform to bring even more value to Exagroup
resellers.”
Nicolas Dematté, Exagroup’s chief executive officer said, “We are
thrilled to join Cimpress and are excited about the opportunities this
acquisition will provide to our customers and employees. We share a
common vision of the future evolution of our industry, understanding
that scale drives competitive advantage. Being part of Cimpress will
strengthen Exagroup’s ability to help our customers succeed by
augmenting our product range and helping to drive competitive costs. We
have found a partner that provides international presence, financial
strength and significant advantages in technology and operations, yet
who is strongly committed to retaining and furthering Exagroup’s unique
strengths and reseller-focused value proposition.”
Financial Terms of Agreement
Under the terms of the agreement, Cimpress will acquire 70 percent of
the shares of Exagroup for a purchase price of approximately €91.5
million with an option to acquire the remaining 30 percent of the shares
in 2019 for a price between €39 million and €47 million, subject to the
achievement of financial performance targets for calendar year 2017.
Consideration for the transaction will be in cash, using Cimpress’
existing debt facility. Cimpress expects this transaction to be
accretive to its fiscal 2015 revenue, but dilutive to GAAP EPS due to
transaction costs as well as anticipated interest expense and expected
amortization expense for acquisition-related intangible assets. The
transaction is expected to be slightly dilutive in fiscal 2015 to
operating cash flow, free cash flow, as well as non-GAAP EPS, which
excludes amortization expense for acquisition-related intangible assets,
due to transaction costs and anticipated interest expense. Cimpress will
provide updated consolidated guidance in the next quarterly earnings
announcement following the close of the transaction and subject to the
completion of purchase accounting adjustments.
In calendar year 2014, Exagroup’s revenue was approximately €76 million,
reflecting year-over-year growth of 17 percent. Exagroup’s free cash
flow in calendar year 2014 was approximately €5 million and its EBITDA
was approximately €14 million.
Subject to satisfaction of various closing conditions, including
antitrust clearance, Cimpress expects the transaction to close during
its fourth fiscal quarter of 2015.
Cimpress has posted additional information about the transaction,
including a presentation and related commentary on the Investor
Relations section of its website at ir.cimpress.com.
About Cimpress
Cimpress N.V. (Nasdaq:CMPR) is the world leader in mass customization.
For 20 years, the company has focused on developing software and
manufacturing capabilities that transform traditional markets in order
to make customized products accessible and affordable to everyone.
Cimpress’ portfolio of brands includes Vistaprint, Albelli,
Drukwerkdeal, Pixartprinting and others. That portfolio serves multiple
customer segments across many applications for mass customization. The
company produces more than 80 million unique products a year via its
network of computer integrated manufacturing facilities. To learn more,
visit http://www.cimpress.com.
About Exagroup
Exagroup, founded in 1999, is an exclusive “professionals only” online
print platform that serves resellers in the printing, graphic arts and
copy shop markets. With approximately 160 employees, Exagroup is based
in Mauguio, a town close to Montpellier, France. The company offers a
very large selection of products to fuel creative expression by its
customers, and provides white label marketing tools that enable
professional resellers to fully own the relationship with the end
customer. In addition to internal production capabilities particularly
focused on digital and offset printing, Exagroup boasts a strong network
of outsource suppliers. The majority of its customers are located in
France, and the company has recently expanded into Spain, Italy,
Portugal and the UK.
This press release contains statements about our future expectations,
plans and prospects of our business that constitute forward-looking
statements for purposes of the safe harbor provisions under the United
States Private Securities Litigation Reform Act of 1995, including but
not limited to the anticipated closing of Cimpress’ acquisition of
Exagroup and the effects of the acquisition on Cimpress’ financial
results and both companies’ businesses. Actual results may differ
materially from those indicated by these forward-looking statements. If
either company fails to satisfy the conditions to the closing of the
transaction, then the acquisition may be delayed or may not close at
all. In addition, the acquisition may fail to meet the companies’
business and financial expectations if, among other factors, Exagroup
fails to grow its business, revenue, or markets as we expect; Exagroup
fails to achieve or maintain profitability; the companies fail to retain
their current customers and attract new customers; the companies fail to
develop new and enhanced products and services; key employees of
Cimpress or Exagroup leave the company; Cimpress fails to make planned
investments in its or Exagroup’s business or those investments do not
have the anticipated effects on the companies’ businesses; Cimpress or
Exagroup fail to manage the growth and development of their businesses
and operations; competitors succeed in taking sales away from the
companies’ products and services; or there are unfavorable changes in
currency exchange rates or general economic conditions. You can also
find other factors described in our Form 10-Q for the fiscal quarter
ended December 31, 2014 and the other documents we periodically file
with the U.S. Securities and Exchange Commission.
In addition, the statements and projections in this press release
represent our expectations and beliefs as of the date of this press
release, and subsequent events and developments may cause these
expectations, beliefs, and projections to change. We specifically
disclaim any obligation to update any forward-looking statements. These
forward-looking statements should not be relied upon as representing our
expectations or beliefs as of any date subsequent to the date of this
press release.
Cimpress and the Cimpress logo are trademarks of Cimpress N.V. or its
subsidiaries. All other brand and product names appearing on this
announcement may be trademarks or registered trademarks of their
respective holders.
Source: Cimpress N.V.
Cimpress N.V.
Investor Relations:
Meredith
Burns, +1-781-652-6480
ir@cimpress.com
or
Media
Relations:
Cheryl Wadsworth, +1-781-690-2120
mediarelations@cimpress.com