Cimpress N.V. (CMPR) to Acquire Web-to-Print Leader, Exagroup SAS

March 2, 2015 8:45 AM EST

Cimpress N.V. (NASDAQ: CMPR) has entered into a definitive agreement to acquire Exagroup SAS, one of the leading web-to-print businesses in Europe that focuses on serving French graphic arts professionals and printers.

The acquisition supports 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 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. Cimpress goes to market via a portfolio of specialized and focused brands and Exagroup also complements Cimpress’ strategy in this regard. Exagroup’s largest brand, Exaprint, serves graphic arts professionals and offline printers who, in turn, resell to end customers. Exagroup also goes to market via a network of almost 1,000 web-to-store retail partners under the PrintyShop™ brand and via the Pure Impression brand.

“We are excited to welcome Exagroup, its team members, and customers to Cimpress,” said Robert Keane, president and chief executive officer of Cimpress. “We are impressed by the company’s reputation for innovation, creativity, quality and reliability and look forward to supporting Exagroup in deepening its partnerships with its valued resellers.”

Keane continued, “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. Cimpress plans to continue to invest in this reseller-focused value proposition and to use the versatility of our mass customization platform to bring even more value to Exagroup resellers.”

Nicolas Dematté, Exagroup’s chief executive officer said, “We are thrilled to join Cimpress and are excited about the opportunities this acquisition will provide to our customers and employees. We share a common vision of the future evolution of our industry, understanding that scale drives competitive advantage. Being part of Cimpress will strengthen Exagroup’s ability to help our customers succeed by augmenting our product range and helping to drive competitive costs. We have found a partner that provides international presence, financial strength and significant advantages in technology and operations, yet who is strongly committed to retaining and furthering Exagroup’s unique strengths and reseller-focused value proposition.”

Financial Terms of Agreement

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

Consideration for the transaction will be in cash, using Cimpress’ existing debt 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 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.

Subject to satisfaction of various closing conditions, including antitrust clearance, Cimpress expects the transaction to close during its fourth fiscal quarter of 2015.

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