Vistaprint 2014 Annual Report Download - page 73

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The excess of the purchase price paid over the fair value of People & Print Group’s net assets was
recorded as goodwill, which is primarily attributable to cost synergies expected from manufacturing efficiency
opportunities and the value of the workforce of People & Print Group. Goodwill is not expected to be deductible for
tax purposes, and has been attributed to our Europe operating segment. The fair value of the assets acquired and
liabilities assumed was:
Weighted Average
Amount Useful Life in Years
Tangible assets acquired and liabilities assumed: . . . . . . . . . . . . . . . .
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,126 n/a
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,103 n/a
Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,382 n/a
Accounts payable and other current liabilities . . . . . . . . . . . . . . . . (5,325) n/a
Deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,436) n/a
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (561) n/a
Identifiable intangible assets:
Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,050 8
Trade name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,061 8
Developed technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,857 3
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,605 n/a
Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 42,862
Acquisition of Pixartprinting S.p.A.
On April 3, 2014, we acquired 97% of the outstanding corporate capital of Pixartprinting S.p.A., a joint stock
corporation incorporated under the laws of Italy, as follows;
• We acquired all of the Pixartprinting corporate capital held by Alcedo III, a close-ended investment fund,
representing 72.75% of Pixartprinting’s outstanding corporate capital.
• We acquired a portion of the Pixartprinting corporate capital held by Cap2 S.r.l., a company controlled by
Pixartprinting’s founder, representing 21.25% of Pixartprinting’s outstanding corporate capital, and Cap2
retained 3% of Pixartprinting’s outstanding corporate capital (the “Cap2 Retained Equity”).
• We acquired all of the Pixartprinting corporate capital held by Alessandro Tenderini, Pixartprinting’s Chief
Executive Officer, at closing representing 3% of Pixartprinting’s outstanding corporate capital. Mr. Tenderini
has the right to purchase 1% of the corporate capital of Pixartprinting from Vistaprint (the “CEO Retained
Equity”) for an aggregate purchase price of €10 during the 10 business days after April 3, 2015, so long as
Mr. Tenderini remains a Vistaprint Italy employee on that date, with possible accelerated vesting or
forfeiture under certain circumstances.
Vistaprint agreed to pay an aggregate base purchase price of €127,850 ($175,896 based on the exchange
rate as of the date of acquisition) in cash, subject to working capital and other adjustments, and a sliding-scale
earn-out of up to €9,600 ($13,208 based on the exchange rate as of the date of acquisition) in cash on or after
December 31, 2014 based upon the acquired business achieving certain revenue and EBITDA targets for calendar
year 2014. The estimated fair value of the earn-out payment of $4,953 was included as a component of the
purchase price based on an evaluation of the likelihood of achievement of the contractual conditions and weighted
probability assumptions of these outcomes. We utilized proceeds from our credit facility to finance the acquisition. In
connection with the acquisition, we incurred transaction costs related to investment banking, legal, financial, and
other professional services of approximately $3,370 in the year ended June 30, 2014, which were recorded in
general and administrative expenses.
Our consolidated financial statements include the accounts of Pixartprinting from April 3, 2014, the date of
acquisition. Pixartprinting’s revenue included in our consolidated revenues for the year ended June 30, 2014 was
$27,208. Pixartprinting's net income included in our consolidated net income attributable to Vistaprint N.V. for the
year ended June 30, 2014 was $2,687, inclusive of amortization of identifiable intangible assets.
Form 10-K