Attached files
| file | filename |
|---|---|
| EX-2.1 - SPA BETWEEN EXAGROUP & VISTAPRINT ITALY SRL - CIMPRESS plc | ex21-exagroupspa.htm |
| EX-2.4 - CALL OPTION BETWEEN ND & VISTAPRINT ITALY SRL - CIMPRESS plc | ex24-schedule4calloptionbe.htm |
| EX-2.2 - PUT OPTION BETWEEN ND & VISTAPRINT ITALY SRL - CIMPRESS plc | ex22-schedule4putoptionbet.htm |
| EX-2.3 - PUT OPTION BETWEEN MD & VISTAPRINT ITALY SRL - CIMPRESS plc | ex23-schedule4putoptionbet.htm |
| EX-99.1 - PRESS RELEASE - CIMPRESS plc | ex991pressreleasecimpressa.htm |
| 8-K - 8-K - CIMPRESS plc | exeter8-k.htm |
| EX-2.5 - CALL OPTION BETWEEN MD & VISTAPRINT ITALY SRL - CIMPRESS plc | ex25-schedule4calloptionbe.htm |
This document is Cimpress’ commentary regarding our intent to acquire Exagroup SAS, which was announced on March 2, 2015. This document contains slides and accompanying comments in the “notes” section below each slide. 1 Cimpress N.V. to Acquire Exagroup SAS March 2, 2015
Please read the above safe harbor statement. 2 Cimpress N.V. to Acquire Exagroup SAS March 2, 2015
Today, we announced a definitive agreement to acquire Exagroup SAS, a leading web‐to‐print company based in France. We expect to acquire 70% of the shares of Exagroup for a purchase price of approximately €91.5 million with an option to acquire the remaining 30% 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. We are excited about the acquisition for many reasons. Exagroup brings a large variety of high quality products and a sophisticated network of outsourcing partners that are expected, over time, to significantly expand the breadth and depth of the selection available on the Cimpress mass customization platform. Through its Exaprint and PrintyShop™ brands, Exagroup has a clear value proposition focused on the needs of graphic arts professionals and printers, who then resell the products to end customers. 3 Cimpress N.V. to Acquire Exagroup SAS March 2, 2015
The acquisition will support our focus on mass customization, where scale‐based competitive advantage matters to our ability to grow and support customers in the very large and fragmented markets we serve. Exagroup should help us strengthen in each of the three areas that we believe are key to our long‐term success: • What we are passionate about: empowering people to make an impression. 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. This go‐to‐ market model empowers the end customers to rely on a reseller’s professional experience, strong aesthetic skills and local presence that is significantly differentiated from other Cimpress brands. • Where we can be the best in the world: computer‐integrated manufacturing. Even as it relies on local resellers, the Exagroup business model also processes volumes of orders that are large in comparison to traditional printing companies. Cimpress has computer‐integrated manufacturing (CIM) systems which we have developed for our other (even higher volume) brands which we believe we can leverage to improve the workflow efficiencies at Exagroup. Exagroup has also invested in software‐based workflow systems designed around a broader and deeper product selection, and around the efficient management of outsource suppliers that we believe could augment our CIM systems. • What drives our economic engine: large scale in small quantities. Many of the actual product formats that Cimpress and Exagroup produce are the same, or can be produced on the same equipment using the same supply chain elements. As such, we expect Exagroup will add to our scale, and over time we should benefit from the addition of Exagroup to our network of production facilities. 4 Cimpress N.V. to Acquire Exagroup SAS March 2, 2015
The acquisition fits well with our strategy to build and to leverage a common mass customization platform across multiple brands, each brand with a distinct value proposition and customer focus. We plan to continue to invest in Exagroup’s reseller‐focused value proposition and to use the power of our mass customization platform to bring even more value to Exagroup resellers. This acquisition is consistent with our belief that M&A can enable our strategic objectives of building and sharing a common platform. We consider both organic development and M&A as equally viable, and typically complementary, means of enabling that strategy. 5 Cimpress N.V. to Acquire Exagroup SAS March 2, 2015
We have shared this illustrative micro business market segmentation diagram with investors many times in the past. Exagroup’s customer value proposition is distinct from the Vistaprint brand proposition. Note that “locally focused” refers to that segment of the micro‐business market where customers prefer to interact with a local graphic professional or printer, thus we consider a reseller model as an important means to address this market. The brands of Exagroup, Pixartprinting, and Printdeal all serve (via their resellers) the very large and fragmented “locally focused” segment of the market, and their products and production needs are similar, but the respective brands have important and differentiated positions and geographic strengths. Exagroup sells exclusively to professionals in the graphics arts markets and its products are not even available for review or purchase by non‐professionals. Exagroup has many services, such as non‐branded packaging and sample kits, designed to protect and enhance the reseller’s commercial relationship with the end customer. 6 Cimpress N.V. to Acquire Exagroup SAS March 2, 2015
Exagroup, founded in 1999, is an exclusive “professionals only” online print platform that serves resellers in the printing, graphic arts and copy shop markets. With approximately 160 employees, Exagroup is based in Mauguio, a town close to Montpellier, France. The company offers a very large selection of products to fuel creative expression by its customers, and provides white label marketing tools that enable professional resellers to fully own the relationship with the end customer. Exagroup’s PrintyShop™ brand seeks to drive local customers to Exagroup resellers: to be a PrintyShop™ merchant, a reseller must be among the highest value Exagroup resellers. In addition to internal production capabilities particularly focused on digital and offset printing, Exagroup boasts a strong network of outsource suppliers. The majority of its customers are located in France, and the company has recently expanded into Spain, Italy, Portugal and the UK. In calendar year 2014, Exagroup’s revenue was approximately €76 million, reflecting year‐over‐year growth of 17 percent. Exagroup’s free cash flow in calendar year 2014 was approximately €5 million and its EBITDA was approximately €14 million. 7 Cimpress N.V. to Acquire Exagroup SAS March 2, 2015
Subject to satisfaction of various closing conditions, including antitrust clearance, Cimpress expects the transaction to close during its fourth fiscal quarter of 2015. Consideration for the transaction will be in cash, using Cimpress’ existing debt facility. Cimpress expects this transaction to be accretive to our 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. 8 Cimpress N.V. to Acquire Exagroup SAS March 2, 2015
Presentation End 9 Cimpress N.V. to Acquire Exagroup SAS March 2, 2015