UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 8.01. | Other Events |
On November 5, 2019, Cimpress N.V. (“Cimpress”) repurchased 750,000 of its outstanding ordinary shares, par value €0.01 per share, from three private investment partnerships affiliated with Prescott General Partners LLC (“PGP”) at a price of $135.00, representing a discount of $1.05 to the closing price of Cimpress ordinary shares on November 5, 2019 (the “Transaction”).
After giving effect to the Transaction, Cimpress has repurchased a total of 1,456,204 of its outstanding ordinary shares subsequent to the quarter ended September 30, 2019 for $192.8 million at an average price per share of $132.38.
PGP remains Cimpress’ largest shareholder, beneficially owning 3,906,492 of Cimpress’ outstanding ordinary shares immediately following the Transaction. In addition, Scott J. Vassalluzzo, a Managing Member of PGP, serves as a member of Cimpress’ Board of Directors. In light of the foregoing, the disinterested members of Cimpress’ Audit Committee reviewed the Transaction under its related person transaction policy and considered, among other things, Mr. Vassalluzzo’s and PGP’s interest in the Transaction, the approximate dollar value of the Transaction, that the shares were being repurchased at a discount to the closing price, and the purpose and the potential benefits to Cimpress of entering into the Transaction. Based on these considerations, the disinterested members of the Audit Committee concluded that the Transaction is in Cimpress’ best interest. The Transaction was effected pursuant to the share repurchase program approved by Cimpress’ Board of Directors and announced on February 12, 2019.
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.
November 5, 2019 Cimpress N.V.
By: |
/s/ Sean E. Quinn | |
Sean E. Quinn | ||
Executive Vice President and Chief Financial Officer |