Cimpress : Definitive proxy statement relating to merger or acquisition

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

	SCHEDULE 14A
		(RULE 14a-101)
	INFORMATION REQUIRED IN PROXY STATEMENT
	SCHEDULE 14A INFORMATION
	PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
	SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

• Preliminary Proxy Statement
• Confidential, For Use of the Commission Only (as permitted byRule 14a-6(e)(2))
  ☒ Definitive Proxy Statement
• Definitive Additional Materials
• Soliciting Material Pursuant to Section 240.14a-12

CIMPRESS N.V.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

• No fee required.

• Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
• 1. Title of each class of securities to which transaction applies:
  2. Aggregate number of securities to which transaction applies:
  3. Per unit price or other underlying value of transaction computed pursuant to Exchange ActRule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
  4. Proposed maximum aggregate value of transaction:
  5. Total fee paid:
• Fee paid previously with preliminary materials:
• Check box if any part of the fee is offset as provided by Exchange ActRule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
• 1. Amount previously paid:
  2. Form, Schedule or Registration Statement No.:
  3. Filing Party:
  4. Date Filed:

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CIMPRESS N.V.

Building D, Xerox Technology Park, Dundalk, County Louth

Ireland

September 27, 2019

Dear Shareholder:

On October 25, 2019, at 7:00 p.m. Central European Time, we will hold an extraordinary general meeting of our shareholders at the offices of Stibbe N.V., Beethovenplein 10, 1077 WM Amsterdam, The Netherlands.

Our board of directors has unanimously approved, and is submitting to our shareholders for approval, a proposal for a cross-border merger that would result in you holding shares in an Irish public limited company rather than a Dutch public limited liability company. The proposed transaction will result in a change of our place of incorporation from The Netherlands to Ireland. The number of shares you will own in Cimpress plc, a public limited company incorporated under the laws of Ireland that is a party to the merger, will be the same as the number of shares you held in Cimpress N.V., the Dutch company that is a party to the merger, immediately prior to the completion of the transaction (unless you vote against the merger and elect for the compensation payable in such circumstances).

After the completion of the merger, the Cimpress group, with Cimpress plc as the parent company, will continue to conduct the same business operations as were conducted when Cimpress N.V. was the parent company. We expect the ordinary shares of Cimpress plc to be listed on Nasdaq under the symbol "CMPR," the same symbol under which your shares in Cimpress N.V. are currently listed. After completion of the transaction, we will remain subject to the U.S. Securities and Exchange Commission reporting requirements and the applicable corporate governance rules of Nasdaq, and we will continue to report our financial results in U.S. dollars and under U.S. generally accepted accounting principles.

We are also asking our shareholders to approve two additional proposals. The first proposal is an amendment to our articles of association setting forth the formula for calculating the compensation payable to shareholders who vote against the merger and apply to have their shares cancelled instead of receiving ordinary shares of Cimpress plc. The other proposal is the creation of distributable profits of Cimpress plc under Irish law by reducing the entire share premium of Cimpress plc (or such lesser amount as may be approved by the board of directors of Cimpress plc) resulting from the allotment and issue of ordinary shares of Cimpress plc pursuant to the merger. Cimpress plc will not be able to pay dividends, make other distributions, or repurchase shares unless distributable profits are created as described in the distributable profits proposal.

The board of directors unanimously recommends that you vote to approve the merger and the other proposals described in the accompanying proxy statement. Please mark, date, sign and return the enclosed proxy card in the envelope that we or your bank or brokerage firm have provided. Many banks and brokerage firms also offer the option of voting by mail, over the Internet, or by telephone, which will be explained in the voting instruction form you receive from your bank or brokerage firm. You can change your vote and revoke your proxy by following the procedures described in the accompanying proxy statement.

The accompanying notice of meeting and proxy statement provides you with detailed information regarding the extraordinary general meeting and proposals submitted for shareholder approval. We encourage you to read this entire document carefully. You should carefully consider "Risk Factors" beginning on page 19 for a discussion of risks related to the merger before voting.

Thank you for your cooperation and support.

Sincerely,

/s/ Robert S. Keane

Chairman, Founder and Chief Executive Officer

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CIMPRESS N.V.

Building D, Xerox Technology Park, Dundalk, County Louth

Ireland

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Cimpress N.V. will hold an Extraordinary General Meeting of Shareholders:

on Friday, October 25, 2019

at 7:00 p.m. Central European Time

at the offices of Stibbe N.V.

Beethovenplein 10

1077 WM Amsterdam

The Netherlands

MATTERS TO BE ACTED UPON AT THE EXTRAORDINARY GENERAL MEETING:

1. Adopt the resolution to amend our articles of association;
2. Subject to the amendment of our articles of association per proposal number One, adopt the resolution to enter into the proposed cross-border merger (by acquisition) (the "Merger") between Cimpress plc as successor company and Cimpress N.V. as disappearing company, pursuant to regulation 2(1) of the Irish Regulations and section 2:309 and section 2:333c DCC, whereby Cimpress plc acquires all assets and liabilities of Cimpress N.V. under universal succession of title (onder algemene titel) and Cimpress N.V. ceases to exist in accordance with the joint merger proposal (gezamenlijk voorstel tot fusie) pursuant to section 2:312, section 3:26 and section 2:333d DCC (the "Common Draft Terms of Merger"), providing for Cimpress N.V. to change its jurisdiction of incorporation from The Netherlands to Ireland through the Merger;
3. Approve, subject to the effectiveness of the Merger, the creation of distributable profits of Cimpress plc under Irish law by reducing the entire share premium of Cimpress plc (or such lesser amount as may be approved by the board of directors of Cimpress plc) resulting from the allotment and issue of ordinary shares of Cimpress plc pursuant to the Merger; and
4. Transact such other business, if any, that may properly come before the extraordinary general meeting or any adjournment thereof.

Shareholders of record at the close of business on September 27, 2019, the record date for the extraordinary general meeting are entitled to vote at the extraordinary general meeting. Your vote is important regardless of the number of ordinary shares of Cimpress N.V. you own. Whether or not you expect to attend the extraordinary general meeting, please complete, sign, date, and promptly return the enclosed proxy card in the envelope that we or your bank or brokerage firm have provided. Your prompt response will ensure that your ordinary shares of Cimpress N.V. are represented at the extraordinary general meeting. You can change your vote and revoke your proxy by following the procedures described in this proxy statement for the extraordinary general meeting.

All shareholders of Cimpress N.V. are cordially invited to attend the extraordinary general meeting.

By order of the Board of Directors,

/s/ Robert S. Keane

Chairman, Founder, and Chief Executive Officer

September 27, 2019

Dated: September 27, 2019

Table of Contents

TABLE OF CONTENTS

	Page
CERTAIN TERMS	iii
QUESTIONS AND ANSWERS ABOUT THE MERGER	2
SUMMARY	9
Summary of Proposal Number One: Amend Articles of Association	9
Recommendation of the Board	9
Summary of Proposal Number Two: The Merger	9
Parties to the Merger	9
The Merger	10
Reasons for the Merger	12
Tax Considerations of the Merger	13
Comparison of Rights of Shareholders and Governance	13
Stock Exchange Listing	13
Market Price	14
Accounting Treatment of the Merger	14
Recommendation of the Board	14
Summary of Proposal Number Three: The Distributable Profits Proposal	14
Recommendation of the Board	14
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA	15
RISK FACTORS	19
PROPOSAL NUMBER ONE: AMEND ARTICLES OF ASSOCIATION	23
Required Vote	23
Recommendation of the Board	23
PROPOSAL NUMBER TWO: THE MERGER	24
Compensation Mechanism	26
Expert Reports	26
Reasons for the Merger	26
Amendment, Termination or Delay	28
Conditions to the Consummation of the Merger	28
U.S. Federal Securities Law Consequences	29
Effective Date and Time of the Merger	29
Management of Cimpress plc	29
Interests of Certain Persons in the Merger	30
Regulatory Matters	30
No Action Required to Cancel Cimpress N.V. Shares and Receive Cimpress plc Shares	30
Accounting Treatment of the Merger	30
Effect of the Merger on SEC Filing Obligations and SEC Registrant Status	30
Required Vote	30
Recommendation of the Board	30
PROPOSAL NUMBER THREE: DISTRIBUTABLE PROFITS PROPOSAL	31
Required Vote	31
Recommendation of the Board	32
MATERIAL TAX CONSIDERATIONS RELATING TO THE MERGER	33
Material U.S. Federal Income Tax Considerations	33
Material Irish Tax Considerations	37
Material Dutch Tax Considerations	42
DESCRIPTION OF CIMPRESS PLC SHARES	44
COMPARISON OF RIGHTS OF SHAREHOLDERS AND GOVERNANCE	60
BENEFICIAL OWNERSHIP	85
MARKET PRICE AND DIVIDEND INFORMATION	87

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TABLE OF CONTENTS
(continued)
	Page
EXPENSE OF PROXY STATEMENT	88
HOUSEHOLDING OF MEETING MATERIALS	88
WHERE YOU CAN FIND MORE INFORMATION	88
CERTAIN ITEMS	88
ANNEX A COMMON DRAFT TERMS OF MERGER	A-1
ANNEX B CONSTITUTION OF CIMPRESS plc	B-1
ANNEX C DEED OF AMENDMENT	C-1
ANNEX D RELEVANT TERRITORIES	D-1
ANNEX E MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	E-1
ANNEX F CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	F-1
ANNEX G QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	G-1

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