UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
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CURRENT REPORT |
Pursuant to Section 13 or 15(d) |
of the Securities Exchange Act of 1934 |
Date of Report (Date of earliest event reported): October 1, 2018 |
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Cimpress N.V.
(Exact Name of Registrant as Specified in Its Charter)
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The Netherlands | 000-51539 | 98-0417483 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
Hudsonweg 8 | ||
Venlo | 5928 LW | |
The Netherlands | (Zip Code) | |
(Address of Principal Executive Offices) | ||
Registrant’s telephone number, including area code: 31-77-850-7700
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): | ||||
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||
Indicate by check mark whether the registrant is an emerging growth company, as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12.b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.01. Completion of Acquisition or Disposition of Assets
On October 1, 2018, Cimpress USA Incorporated, a wholly owned subsidiary of Cimpress N.V., completed its previously announced acquisition of Build A Sign LLC, a Delaware limited liability company ("BuildASign"), pursuant to the Agreement and Plan of Merger dated September 23, 2018 (the "Merger Agreement") among Cimpress N.V., Cimpress USA Incorporated, and Cimpress Acquisition, LLC, as buyers (collectively, "Cimpress"); BAS Buyer, LLC, BAS NewCo, LLC, and Build A Sign Management Pool, LLC (the "Management Pool"), as sellers (collectively, the "Sellers"); and BuildASign as the target. Cimpress acquired approximately 99% of the outstanding equity interests of BuildASign for a purchase price of $274,189,396 in cash, subject to further post-closing adjustment based on acquired cash, debt, and working capital as of the closing date, as well as transaction expenses. The Management Pool retained approximately 1% of the outstanding equity interests of BuildASign for the benefit of certain BuildASign employees who hold equity interests in the Management Pool, and Cimpress and the holders of the Management Pool interests entered into a put and call option agreement with respect to the retained BuildASign equity interests.
Under the Merger Agreement, $6,150,000 of the purchase price was deposited into escrow accounts to cover any shortfall from agreed levels of BuildASign's net cash, debt, and working capital at closing and to secure certain obligations of the Sellers. The parties also jointly purchased a $28,000,000 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 Merger 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 September 25, 2018 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
Exhibit No. | Description |
Agreement and Plan of Merger dated September 23, 2018 among Cimpress N.V., Cimpress USA Incorporated, Cimpress Acquisition, LLC, BAS Buyer, LLC, BAS NewCo, LLC, Build A Sign Management Pool, LLC, and Build A Sign LLC is incorporated by reference to Cimpress' Current Report on Form 8-K filed with the Securities and Exchange Commission on September 25, 2018. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
October 2, 2018 Cimpress N.V.
By: | /s/ Sean E. Quinn | |
Sean E. Quinn | ||
Executive Vice President and Chief Financial Officer | ||