CPI Card Group Announces Additional Stock Purchase Agreement with Majority Shareholder Parallel49 Equity ULC
CPI Card Group Inc. (PMTS) announces a second agreement to repurchase shares of the company's common stock from Tricor Pacific Capital Partners, following an initial agreement. The new agreement covers the period from April to June and aims to maintain or reduce Tricor's ownership percentage in CPI.
The repurchase agreement between CPI Card Group Inc. and Tricor Pacific Capital Partners indicates a strategic maneuver to manage the company's capital structure. The buyback, set at a 2% discount to the market purchases, reflects a modest accretion to the remaining shareholders, as the repurchase price is slightly lower than the average market price. While the immediate financial impact may be limited given the capped number of shares and the discount involved, the operation signals confidence by the management in the intrinsic value of the company's stock.
Furthermore, the structured nature of the buyback, tied to open market purchases, suggests a methodical approach to returning value to shareholders without causing significant liquidity concerns. The 3 to 1 purchase ratio with Parallel49 is a move to delicately balance the ownership structure and maintain a stable public float. This could be perceived positively by the market as it ensures a gradual reduction in the ownership concentration without a substantial dilution of existing public shareholders.
However, investors should monitor the company's financial health, particularly its cash reserves and debt levels, to assess the sustainability of such repurchase programs. While buybacks can be a sign of strength, they should not compromise the company's ability to invest in growth opportunities or weather economic downturns.
The announcement by CPI Card Group Inc. regarding its share repurchase plan can influence investor sentiment and potentially the stock's performance. Share repurchase programs are often interpreted as a signal that the company believes its stock is undervalued. The specific arrangement with a major shareholder to sell shares back to the company in a structured manner may also be designed to prevent a sudden drop in the stock price due to large block sales, which can happen when major shareholders liquidate positions.
From a market dynamics perspective, the reduction in the number of shares outstanding generally leads to an increase in earnings per share (EPS), all else being equal. This can make the stock more attractive to investors who focus on profitability metrics. The market will also likely watch the open market activity during the specified period to gauge the demand for CPI's stock among the broader investment community, as these activities can reflect broader market sentiment.
It is important to note that share repurchase plans can also be a double-edged sword. If the market perceives the buyback as a lack of viable growth investments, it could lead to skepticism about the company's future growth prospects. Therefore, the company's communication strategy and performance in the coming quarters will be important in maintaining investor confidence.
The involvement of CPI's Audit Committee in approving the share repurchase agreement demonstrates adherence to corporate governance norms. This oversight role is critical in ensuring that transactions of this nature are in the best interest of all shareholders and not just the majority stakeholder. The structured repurchase plan also aligns with best practices in managing potential conflicts of interest, given Parallel49's significant ownership stake.
The transaction's structure, including the pricing mechanism tied to the volume-weighted average purchase price, is designed to offer transparency and fairness. This could be seen as a positive indicator of the company's commitment to fair dealing and could strengthen investor trust in the management and board.
However, such transactions require careful scrutiny to ensure they do not disproportionately benefit the majority shareholder at the expense of minority shareholders or the company's long-term interests. The company's future disclosures about the impact of these repurchases on its financial statements and ownership structure will be essential for maintaining this trust.
03/15/2024 - 07:00 AM
Agreement for the second quarter follows expected completion of initial agreement on March 31, 2024
LITTLETON, Colo. --(BUSINESS WIRE)--
CPI Card Group Inc. (Nasdaq: PMTS) (“CPI” or the “Company”), a payments technology company and leading provider of credit, debit, and prepaid card and digital solutions, including Software-as-a-Service-based instant issuance, today announced that it has entered into a second agreement to purchase shares of the Company’s common stock from Tricor Pacific Capital Partners (Fund IV) US, LP, a fund managed by Parallel49 Equity ULC (“Parallel49”), under the Company’s previously announced $20 million
Pursuant to the new agreement, the Company has agreed to purchase from Parallel49, and Parallel49 has agreed to sell to the Company, a number of shares equal to three times the number of shares acquired by the Company in the open market from non-Parallel49 holders from time to time during the period April 1, 2024 through June 30, 2024, up to a maximum of 325,000 shares. The purchase price for the shares to be acquired from Parallel49 will be equivalent to 98% of the volume-weighted average purchase price of shares bought by the Company in the open market from non-Parallel49 holders during that time period, with settlement occurring within five days of the end of the period. The agreement has been approved by the Audit Committee of the Board of Directors of the Company.
The Company will settle with Parallel49 for purchases made under the first agreement, which covered the period December 11, 2023 through March 31, 2024, within five days after March 31. As of December 31, 2023, Parallel49 owned 6.6 million shares of CPI common stock, or approximately 57% of outstanding shares. CPI purchasing shares from Parallel49 at a 3 to 1 ratio to open market purchases maintains or reduces the Parallel49 ownership percentage in CPI and minimizes the share repurchase program’s impact on CPI’s public float.
CPI and Parallel49 may enter into similar agreements in the future, consistent with the Company’s share repurchase authorization. The Company has an existing authorization to purchase up to $20 million
About CPI Card Group Inc.
CPI Card Group is a payments technology company providing a comprehensive range of credit, debit, and prepaid card and digital solutions, including Software-as-a-Service (SaaS) instant issuance. With a focus on building personal relationships and earning trust, we help our customers navigate the constantly evolving world of payments, while delivering innovative solutions that spark connections and support their brands. We serve clients across industry, size, and scale through our team of experienced, dedicated employees and our network of high-security production and card services facilities—located in the United States . CPI was named one of the 2024 Best Companies to Work For by U.S. News and World Report and is committed to exceeding our customers’ expectations, transforming our industry, and enhancing the way people pay every day. Learn more at www.CPIcardgroup.com .
Forward-Looking Statements
Certain statements and information in this release (as well as information included in other written or oral statements we make from time to time) may contain or constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements, including statements about our share repurchase plans and strategic initiatives, are based on our current expectations and beliefs concerning future developments and their potential effect on us and other information currently available. Such forward-looking statements, because they relate to future events, are by their very nature subject to many important risks and uncertainties that could cause actual results or other events to differ materially from those contemplated. Reference is made to a more complete discussion of forward-looking statements and applicable risks that are described under the heading “Cautionary Statement Regarding Forward-Looking Information” and in Part I, Item 1A - Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (the “SEC”) on March 7, 2024 and our other reports filed from time to time with the SEC. We caution and advise readers not to place undue reliance on forward-looking statements, which speak only as of the date hereof. These statements are based on assumptions that may not be realized and involve risks and uncertainties that could cause actual results or other events to differ materially from the expectations and beliefs contained herein. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
For more information:
CPI encourages investors to use its investor relations website as a way of easily finding information about the Company. CPI promptly makes available on this website the reports that the Company files or furnishes with the SEC, corporate governance information and press releases.
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CPI Card Group Inc. Investor Relations:
InvestorRelations@cpicardgroup.com
CPI Card Group Inc. Media Relations:
Media@cpicardgroup.com
Source: CPI Card Group
What is the ticker symbol of CPI Card Group Inc.?
The ticker symbol of CPI Card Group Inc. is PMTS.
Who is the fund managed by Parallel49 Equity ULC involved in the share repurchase agreement?
Tricor Pacific Capital Partners (Fund IV) US, LP, a fund managed by Parallel49 Equity ULC, is involved in the share repurchase agreement.
What is the maximum number of shares that CPI will repurchase from Parallel49?
CPI will repurchase up to a maximum of 325,000 shares from Parallel49.
What is the purchase price for shares to be acquired from Parallel49?
The purchase price for shares from Parallel49 will be equivalent to 98% of the volume-weighted average purchase price of shares bought by CPI in the open market.
When will the settlement for the shares acquired from Parallel49 occur?
Settlement for the shares acquired from Parallel49 will occur within five days of the end of the period from April 1, 2024, to June 30, 2024.
