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8-K - FORM 8-K - CIMPRESS plc | b88674e8vk.htm |
EX-10.1 - EX-10.1 - CIMPRESS plc | b88674exv10w1.htm |
Exhibit 99.1
Vistaprint Investor Contact: Angela White 781-652-6480 ir@vistaprint.com or Media Contact: Jason Keith 781-652-6444 publicrelations@vistaprint.com |
Vistaprint Agrees to Acquire Leading European Photo Book Provider Albumprinter
- Company to expand in European photo products market -
VENLO, the Netherlands, October 24, 2011 Vistaprint N.V. (Nasdaq: VPRT), a leading online
provider of professional marketing products and services to micro businesses and the home, today
announced it has entered into a definitive agreement to acquire Albumprinter, a privately held
Dutch photo book and photo product company, for 60 million payable at closing and up to an
additional 5 million based on a performance based earn-out. This acquisition is in line with
Vistaprints recently announced strategy to be more proactive in its evaluation of acquisition
opportunities in adjacent markets.
Albumprinter, based in Amsterdam, with a manufacturing presence in the Hague, is one of the top
providers of photo books in the estimated 400 million European online photo book market. With
approximately 37 million in revenue in the trailing twelve months ended September 30, 2011, the
company employs about 150 full-time employees, and has a primary market presence in the
Netherlands, Belgium, the United Kingdom, Germany, France, Sweden and Norway. Through its
award-winning proprietary front-end technology, automated manufacturing processes, customer service
and marketing focus, the company processes thousands of orders per day through both a
direct-to-consumer model via its brands Albelli, Bonusprint, and Önskefoto, and an indirect model,
for which it has partnered with leading retail stores throughout Europe. See www.albumprinter.org
for more details on the company.
This acquisition combines Vistaprints strengths of a pan-European customer base with
Albumprinters specialized expertise and technology for the design and production of photo books.
Vistaprint currently plans to promote the Albumprinter offering across the European market. The
acquisition will also enable Albumprinters customers to benefit from a much expanded product
offering of personalized products that Vistaprint produces.
We look forward to welcoming the Albumprinter team and to combining our talent and strengths in
support of customers throughout Europe. Albumprinter brings a company culture focused on customer
satisfaction, intuitive user interface software, strong photo book
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manufacturing experience, a premium brand and a solid financial profile, said Robert Keane,
president and chief executive officer of Vistaprint.
Albumprinter Chief Executive Officer Kees Arends added, We expect to provide a product line and
expertise that complement Vistaprints current offerings and geographic reach in the European
market. As a company with a similar focus on core capabilities, we are excited about further
development of our products and services in order to address what we believe to be a large and
growing opportunity. This combination should enable us to even better serve a growing group of
satisfied customers.
Subject to satisfaction of various closing conditions, Vistaprint will acquire Albumprinter for 60
million in cash, with a further 5 million to be paid in cash if Albumprinter meets certain
financial targets in calendar year 2012. In addition, Albumprinter management and employees will
join the Vistaprint team, but will continue to operate under the Albumprinter brands. The
transaction is expected to be completed within one month.
Vistaprint expects to pay the purchase price for Albumprinter using cash on hand and borrowings
under a new credit facility. On October 21, 2011, Vistaprint entered into a $250 million senior
unsecured revolving credit facility with JPMorgan Chase Bank, N.A., as administrative agent; HSBC
Bank USA, National Association, as syndication agent; RBS Citizens, N.A., as documentation agent;
J.P. Morgan Securities LLC, as sole bookrunner and sole lead arranger; and the bank lenders who
signed the credit agreement. The maturity date of the credit facility is October 21, 2016. Any
borrowings under the facility will bear interest at LIBOR plus 1.25% to 1.50%, depending on the
ratio of Vistaprints consolidated indebtedness to its consolidated earnings before interest,
taxes, depreciation and amortization (EBITDA). The credit agreement evidencing the facility
contains customary representations, warranties, covenants and events of default.
Vistaprint expects this transaction to be modestly dilutive to its GAAP earnings per share in
fiscal 2012 and accretive in fiscal 2013. Vistaprint expects this transaction to be accretive in
fiscal 2012 to non-GAAP earnings per share, which excludes share based compensation,
acquisition-related amortization of intangibles, and write downs of acquisition-related intangible
assets, goodwill, inventory, or other assets, if any. Vistaprint will provide updated detailed
guidance upon the close of the transaction.
Vistaprint has posted additional information about the transaction, including a presentation and
accompanying remarks, on the Investor Relations section of its web site at ir.vistaprint.com.
About Vistaprint
Vistaprint N.V. (Nasdaq:VPRT) empowers more than 11 million micro businesses and consumers annually
with affordable, professional options to make an impression. With a unique business model supported
by proprietary technologies, high-volume production facilities, and direct marketing expertise,
Vistaprint offers a wide variety of products and services that micro businesses can use to expand
their business. A global company, Vistaprint employs over 2,800
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people, operates 24 localized websites globally and ships to more than 130 countries around the
world. Vistaprints broad range of products and services are easy to access online, 24 hours a day
at www.vistaprint.com.
About Albumprinter
Albumprinter is one of the leading European online photo book companies, targeting customers in the
Netherlands, Belgium, the UK, Germany, France, Sweden and Norway. Since its launch in 2003,
Albumprinter has serviced more than 2 million consumers in Europe with its photo product
proposition. The Company operates the Albelli, Bonusprint and Önskefoto consumer brands to
exclusively serve consumers directly, and serves leading retailers through an indirect model.
Vistaprint and the Vistaprint logo are trademarks of Vistaprint 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.
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 Private Securities Litigation Reform Act of 1995, including but not limited to the
closing of Vistaprints acquisition of Albumprinter and the effect of the acquisition on
Vistaprints financial results and both companies businesses. Actual results may differ materially
from those indicated by these forward-looking statements. If either company fails to satisfy the
conditions to the closing of the transaction, 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, the companies fail to retain their current customers and
attract new customers, Vistaprints customers do not buy as many of Albumprinters products as
expected, the companies fail to develop new and enhanced products and services, key employees of
Vistaprint or Albumprinter leave the company, Vistaprint fails to make planned investments in its
or Albumprinters business or those investments do not have the anticipated effects on Vistaprints
or Albumprinters business, competitors succeed in taking sales away from the companies products
and services, the integration of Albumprinters systems and operations is more costly than
anticipated, or there are unfavorable changes in currency exchange rates or general economic
conditions. You can also find other factors described in our Form 10-K for the fiscal ended June
30, 2011 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. We anticipate that 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.
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