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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
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| CURRENT REPORT |
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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| Date of Report (Date of earliest event reported): | May 11, 2026 |
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Cimpress plc
(Exact Name of Registrant as Specified in Its Charter)
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| Ireland | | 000-51539 | | 98-0417483 |
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| First Floor Building 3, | Finnabair Business and Technology Park | A91 XR61 |
| Dundalk, Co. Louth | |
| Ireland | |
| (Address of Principal Executive Offices) | |
Registrant’s telephone number, including area code: +353 42 938 8500
not applicable
(Former Name or Former Address, if Changed Since Last Report)
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| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company, as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | | Trading Symbol(s) | | Name of Exchange on Which Registered |
| Ordinary Shares, nominal value per share of €0.01 | | CMPR | | NASDAQ | Global Select Market |
Item 7.01. Regulation FD Disclosure
On May 11, 2026, Cimpress plc (the "Company") entered into a definitive agreement with CEWE Stiftung & Co. KGaA to acquire its SAXOPRINT and viaprinto businesses, which will be part of the Company's PrintBrothers segment. Collectively, these businesses generated €89.6 million in revenue in calendar year 2025 with approximately 10% EBITDA margins. The Company's net cash outflow for the transaction is expected to be less than €80 million after anticipated asset sales and the Company expects the acquisition, inclusive of significant synergies, to generate base case returns on capital well in excess of 20%. The Company also expects the transaction to enhance its per-share free cash flow as it executes against its previously announced FY2028 financial targets without changing its established plans to meaningfully reduce net leverage over the next two fiscal years.
The acquisition is subject to customary closing conditions, including antitrust approval, and is expected to close in the first half of the Company's fiscal year 2027.
A copy of the Company's press release issued on May 11, 2026 announcing the acquisition is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 7.01.
The information in this Item 7.01 and the exhibit to this report is not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor is it incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
Some of the statements in this Current Report on Form 8-K are “forward-looking” and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These “forward-looking” statements include statements relating to, among other things, the proposed acquisition, the expected timing and completion of the acquisition, anticipated net cash outflow after anticipated asset sales, expected synergies, expected returns on capital, expected impact on per-share free cash flow, the Company’s previously announced FY2028 financial targets, and the Company’s plans to reduce net leverage. These statements involve risks and uncertainties that may cause results to differ materially from the statements set forth in this Current Report on Form 8-K, including risks related to the satisfaction of closing conditions, receipt of antitrust approval, completion of anticipated asset sales, integration of the acquired businesses, realization of expected synergies and financial benefits, market conditions and the risks and uncertainties referenced from time to time in the Company’s filings with the Securities and Exchange Commission. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions or circumstances on which any such statement is based.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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| Exhibit | | |
| No. | | Description |
| 99.1 | | Press Release, dated May 11, 2026 (furnished only) |
| 104 | | Cover Page Interactive Data File, formatted in iXBRL
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | By: | /s/ Sean E. Quinn |
| | Sean E. Quinn |
| | Executive Vice President and Chief Financial Officer |
Contacts: Investor Relations: Meredith Burns ir@cimpress.com Media Relations: Sara Litwiller mediarelations@cimpress.com Cimpress Agrees to Purchase SAXOPRINT and viaprinto from CEWE DUNDALK, Ireland, May 11, 2026 – Cimpress plc (Nasdaq: CMPR) has signed a definitive agreement with CEWE Stiftung & Co. KGaA to purchase its SAXOPRINT and viaprinto businesses (CEWE’s Commercial Online Print segment). Through this tuck-in acquisition, Cimpress will grow its manufacturing capabilities in Germany, and will also welcome two new customer-focused brands into its PrintBrothers segment of upload and print businesses. SAXOPRINT, based in Dresden, Germany, serves business customers and is known for its high-quality low-cost production capabilities for flyers, booklets, brochures, catalogs and magazines. viaprinto, based in Münster, Germany, is a reseller known for serving business customers through an intuitive user experience and value-added services. Collectively, these businesses generated €89.6 million in revenue in calendar year 2025 with approximately 10% EBITDA margins. “This tuck-in acquisition by our PrintBrothers segment extends Cimpress’ deep expertise and scale advantages in manufacturing, improving our ability to help millions of business customers build brands, stand out and grow via customized physical marketing products and branded merchandise,” said Robert Keane, founder, chairman and CEO of Cimpress. “We have clear near-term plans to drive significant synergies through cross-Cimpress fulfilment. Multiple Cimpress businesses will leverage SAXOPRINT’s world-class production capabilities for its primary products, and SAXOPRINT will source other products from Cimpress’ focused production hubs across Europe. Those synergies, other near-term cash generation opportunities, and SAXOPRINT’s standalone cash flow are expected to generate base case returns on capital well in excess of 20%. This acquisition should enhance Cimpress’ per-share free cash
flow as we execute against our previously announced FY2028 financial targets without changing our established plans to meaningfully reduce net leverage over the next two fiscal years. We look forward to welcoming the SAXOPRINT and viaprinto team members to Cimpress upon closing.” “This sale follows the ‘best-owner’ principle,” said Thomas Mehls, CEO of CEWE. “We have a strong commercial online print business, but we believe its future potential is best realized under an owner like Cimpress, whose entire strategy aligns very closely to COP’s focus and capabilities. This allows CEWE to direct its full energy toward photo finishing, where we have built a leading position and where we see the greatest value creation for our customers and shareholders through continued growth.” The acquisition is subject to customary closing conditions, including antitrust approval, and is expected to close in the first half of Cimpress’ FY2027 (July 2026 - December 2026). Leadership team members of Cimpress’ PrintBrothers segment are expected to co-invest alongside Cimpress and purchase a minority ownership interest in these acquired businesses equivalent to their interest in the other PrintBrothers segment businesses. About Cimpress Cimpress plc (Nasdaq: CMPR) helps millions of businesses build brands, stand out and grow via customized physical marketing products and branded merchandise. Founded in 1995, Cimpress has become the global leader in web-to-print mass customization, delivering high-quality, affordable customized physical products quickly and conveniently, even in very low quantities. Cimpress brands include VistaPrint, WIRmachenDRUCK, Pixartprinting, Pens.com, BuildASign, druck.at, Drukwerkdeal, easyflyer, Exaprint, Packstyle, Printi, Tradeprint and BoxUp. To learn more, visit cimpress.com. Cimpress and the Cimpress logo are trademarks of Cimpress plc or its subsidiaries. All other brand and product names appearing on this announcement may be trademarks or registered trademarks of their respective holders. SAFE HARBOR STATEMENT: This press release contains statements about Cimpress’ future expectations, plans and prospects of its business that constitute forward-looking statements within the meaning of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including but not limited to the anticipated closing of the acquisition and timing thereof and its effects on Cimpress’ financial results and business; growing Cimpress’ manufacturing capabilities in Germany; extending Cimpress’ expertise and
scale advantages in manufacturing, improving its ability to help business customers; plans to drive significant synergies and for other near-term cash generation opportunities; generating base case returns on capital well in excess of 20%; enhancing per-share free cash flow; executing against FY2028 financial targets without changing plans to meaningfully reduce net leverage over the next two fiscal years; and the expected co-investment for a minority interest in the acquired businesses.. Forward-looking statements are inherently uncertain, are based on assumptions and judgments by management, and are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those expressed in or implied by such forward-looking statements. Among the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following: the risk that the parties may not be able to obtain the necessary regulatory approvals or to satisfy any of the other conditions to the acquisition in a timely manner or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement; risks related to disruption of management time from ongoing business operations due to the proposed acquisition; risks related to the inability to realize synergies or other benefits or to implement integration plans and other consequences associated with the proposed acquisition; the risk that the proposed acquisition and its announcement or other announcements relating to the proposed acquisition could have adverse effects on the market price of Cimpress’ common stock or on its operating results and business generally. The foregoing list of risks and uncertainties that could cause actual results to differ from those described in forward-looking statements is not exhaustive. Further information relating to factors that may impact Cimpress’ results and forward-looking statements are disclosed in its filings with the Securities and Exchange Commission (“SEC”). In addition, Cimpress’ statements and projections in this press release represent its expectations and beliefs as of the date of this press release, and subsequent events and developments may cause these expectations, beliefs, and projections to change. Cimpress specifically disclaims any obligation to update any forward-looking statements. These forward-looking statements should not be relied upon as representing Cimpress’ expectations or beliefs as of any date subsequent to the date of this press release.