- Cimpress to leverage WIRmachenDRUCK’s network of outsourced
production partners to expand its product selection for customers -
VENLO, the Netherlands--(BUSINESS WIRE)--Dec. 21, 2015--
Cimpress N.V. (Nasdaq:CMPR), the world leader in mass customization,
announced today it has entered into a definitive agreement to acquire
WIRmachenDRUCK GmbH, a German web-to-print company that serves small and
medium businesses, graphic arts professionals and local printers via an
e-commerce “upload and print” model. This acquisition supports Cimpress’
strategy to build a mass customization platform (MCP) that it brings to
market via focused brands and complements similar investments Cimpress
has made in other European countries.
“We are excited to welcome WIRmachenDRUCK’s team members, suppliers and
customers to Cimpress,” said Robert Keane, president and chief executive
officer of Cimpress. “We expect this acquisition to strengthen Cimpress’
mass customization platform and our ability to serve German customers.”
Keane continued, “WIRmachenDRUCK has impressive internet-based
capabilities that aggregate and route large numbers of small orders to a
network of specialized production partners. Their outsourced supply
chain model allows them to be highly competitive across a vast selection
of product types, formats, sizes, finishing options and delivery
choices. In the future, we plan to leverage those capabilities well
beyond the WIRmachenDRUCK brand by integrating them into our MCP.”
Samuel Voetter, WIRmachenDRUCK’s co-founder and co-chief executive
officer said, “We are really pleased to join Cimpress and excited to
bring the benefits of Cimpress’ scale and mass customization platform to
our customers, partners and team members.” Johannes Voetter,
WIRmachenDRUCK’s other co-founder and co-chief executive officer added,
“Together with Cimpress, we look forward to further expanding our
business and growing in a way that also benefits our highly valued
suppliers.”
WIRmachenDRUCK will continue to sell under its recognized and trusted
German brand via its website at www.wir-machen-druck.de.
The upload and print business model provides customers with a highly
attractive value proposition of online ordering convenience and
competitive prices. Cimpress has invested over €300 million on the
acquisition of upload and print companies, excluding this transaction.
Collectively the previously acquired Cimpress brands in the Upload and
Print Business Unit are growing at healthy double-digit year-over-year
organic constant-currency growth rates; in the first quarter of fiscal
2016, revenue for this segment was $76.5 million (USD), and adjusted net
operating profit was $10.9 million. Cimpress believes that its planned
investment in WIRmachenDRUCK is consistent with those prior transactions
in terms of strategic fit and financial valuation, and expects
WIRmachenDRUCK to drive value creation that is consistent with the
company’s previously articulated M&A investment hurdle rate of 15% IRR.
Financial Terms of Agreement
Under the terms of the agreement, Cimpress will acquire 100 percent of
the shares of WIRmachenDRUCK for a purchase price of approximately €140
million net of any cash acquired, with a potential earn-out of up to
€40m payable in early 2018, subject to the achievement of financial
performance targets for calendar years 2016 and 2017. Consideration at
closing for the transaction will consist of €132 million in cash and €8
million in Cimpress shares.
Cimpress expects the acquisition to add to revenue, adjusted NOPAT,
adjusted EBITDA and free cash flow in fiscal 2016, but to be slightly
dilutive to GAAP net income due to interest and intangible asset
amortization expense. The company also expects its leverage ratio as
defined by its debt covenants to be near or below three times trailing
twelve month EBITDA after the close of the transaction.
Subject to satisfaction of various closing conditions, including
antitrust clearance, Cimpress expects the transaction to close during
its third fiscal quarter of 2016, which ends March 31, 2016.
About Cimpress
Cimpress N.V. (Nasdaq: CMPR) is the world leader in mass customization.
For 20 years, the company has been producing, with the reliability,
quality and affordability of mass production, small individual orders
where each and every one embodies the personal relevance inherent to
customized physical products. The company produces more than 46 million
uniquely designed items a year. Cimpress’ portfolio of brands includes
Tradeprint, Exaprint, Vistaprint, Albelli, Drukwerkdeal, Pixartprinting,
Druck.at and others. That portfolio serves multiple customer segments
across many applications for mass customization. To learn more, visit www.cimpress.com.
About WIRmachenDRUCK
WIRmachenDRUCK, based in Backnang, Germany, is one of the leading upload
& print companies in Germany. Since 2008, the company has offered
graphic designers and print resellers an exciting range of highly
customized products at low-cost prices; from promotional products to
customized beverage cans. The company’s internet-based network of
production partners allows WIRmachenDRUCK to offer its customers a
massive selection of products and finishing options. WIRmachenDRUCK
consistently offers some of the most competitive prices and fastest
delivery times on the market.
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
WIRmachenDRUCK 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. The
transaction is subject to customary closing conditions, including
regulatory approvals, and if either company fails to satisfy the
conditions to the closing of the transaction or if the necessary
regulatory approvals are not obtained, 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, WIRmachenDRUCK fails to grow its business, revenue, or
markets as expected; WIRmachenDRUCK fails to achieve or maintain
profitability; Cimpress fails to develop its mass customization platform
or to realize the anticipated benefits of such a platform; the companies
fail to retain their current customers and attract new customers; key
employees of Cimpress or WIRmachenDRUCK leave the company; Cimpress’
planned investments in its or WIRmachenDRUCK’s business do not have the
anticipated effects on the companies’ businesses; Cimpress or
WIRmachenDRUCK fail to effectively manage the disruptions caused by the
acquisition and 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
September 30, 2015 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.
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Source: Cimpress N.V.
Cimpress N.V.
Investor Relations
Meredith Burns,
+1-781-652-6480
ir@cimpress.com
or
Media
Relations
Paul McKinlay, +1-781-323-8302
mediarelations@cimpress.com