10 March 2015
Cimpress acquires Exagroup SAS
VENLO, THE NETHERLANDS—Cimpress N.V. has announced that it has entered into a definitive agreement to acquire Exagroup SAS, a leading web-to print business in Europe, focused on serving French graphic arts professionals and printers.

Under the terms of the agreement, Cimpress will acquire 70 percent 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.

The acquisition is in line with 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 will bring a large variety of high quality products and a sophisticated network of outsourcing partners that are expected, overtime, to significantly expand Cimpress’ mass customization platform. Exagroup’s largest brand, Exaprint serves graphic professionals and offline printers who resell to end customers. The company also goes to market via a network of almost 1,000 web-to-store retail partners under the PrintyShop brand and via Pure Impression brand.

 “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,” Robert Keane, president and chief executive officer of Cimpress said. “ Cimpress plans to continue to invest in this reseller-focused value proposition Page 2 of 3 and to use the versatility of our mass customization platform to bring even more value to Exagroup resellers.”

Consideration for the transaction will be in cash, using Cimpress’ existing 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 the calendar year 2014 Exagroup’s revenue was approximately €76 million, reflecting year-over growth of 17 percent. It’s free cash flow in the same year was almost €5 million and its EBITDA was approximately €14 million.

The acquisition is subject to satisfactory of various closing conditions, including antitrust clearance. Cimpress expects the transaction to close during its fourth quarter of 2015.

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