SEC Filings

CIMPRESS N.V. filed this Form DEF 14A on 06/30/2009
Entire Document

Table of Contents

Questions and Answers


Q. What is the Redomestication proposal?


A: You are being asked to vote on a proposed Scheme of Arrangement under Bermuda law to effect the Transaction that will result in your holding shares in a Dutch limited liability company (naamloze vennootschap) rather than a Bermuda company. The proposed Transaction will effectively result in a change of our place of incorporation from Bermuda to the Netherlands. The number of shares you will own in, and your relative ownership of, Vistaprint N.V. will be the same as the number of shares you held in, and your relative ownership of, VistaPrint Limited immediately prior to the completion of the Transaction. As a result of the Transaction, VistaPrint Limited will become a direct, wholly-owned subsidiary of Vistaprint N.V, and you will become a shareholder of Vistaprint N.V.


Q. Why change our place of incorporation from Bermuda to the Netherlands?


A: VistaPrint Limited reviewed a number of alternatives with its board of directors and outside advisors, including remaining in Bermuda and incorporating in a number of different jurisdictions. Following a thorough review, VistaPrint Limited determined that the Transaction is in the best interests of its shareholders, employees and other stakeholders. We selected the Netherlands in part because VistaPrint has a significant and long-established presence in the Netherlands.

We believe the Redomestication will offer increased strategic flexibility and operational benefits as we continue to expand the international portion of our business. The Netherlands has a stable and developed legal and tax regime and should improve our ability to maintain a competitive worldwide effective corporate tax rate. The Netherlands also enjoys strong international relationships, and is a member of the European Union and has a long history of international investment and international commerce. In addition, on May 6, 2009, we received an Advanced Tax Ruling from the Dutch Revenue Authority that provides certainty on the Dutch tax position of Vistaprint N.V. after the completion of the Redomestication. The Advanced Tax Ruling included conditions for the application of an exemption for Vistaprint N.V. for Dutch corporate taxes on income from its subsidiaries. We anticipate that we will operate our business in a manner that will satisfy these conditions, which would result in no Dutch corporate income taxes being imposed on the earnings of our subsidiaries, other than our Dutch subsidiary. Furthermore, the Netherlands is a party to a network of tax treaties with the United States, other members of the European Union and many other countries. See “The Redomestication—Background and Reasons for the Redomestication” for more information. We cannot assure you that we will realize the anticipated benefits of the Redomestication. In addition to the potential benefits described above, the Redomestication will expose you and us to certain risks. Please see the discussion under “Risk Factors.” Our board of directors has considered both the potential advantages of the Redomestication and these risks and has unanimously approved the Scheme of Arrangement and recommended that you vote for the Scheme of Arrangement.


Q. Will the Redomestication affect our current or future operations?


A: We currently believe that the Redomestication should have no material impact on how we conduct our day-to-day operations. The location of our future operations will depend on the needs of our business, independent of our legal domicile.


Q. How will the Redomestication affect our presence in Bermuda?


A: Following the completion of the Redomestication, we will relocate our corporate seat from Bermuda to the Netherlands. VistaPrint Limited will remain a Bermuda exempted company and will be a subsidiary of Vistaprint N.V. following the Transaction. We intend to maintain our Bermuda-based internet server infrastructure and hosting operations for at least the immediate future.