CPI Card Group Announces Share Purchase Agreement with Majority Shareholder Parallel49 Equity ULC
December 07 2023 - 7:00AM
Business Wire
CPI Card Group Inc. (Nasdaq: PMTS) (“CPI” or the “Company”), a
payment technology company and leading provider of credit, debit
and prepaid solutions, today announced that it has entered into an
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 share repurchase
authorization.
Pursuant to the 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 December 11, 2023
through March 31, 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.
“CPI is an outstanding company that we have been invested in for
more than 15 years,” said Rod Senft, Chairman, Tricor Pacific
Capital and Founder and Investment Committee Member of Parallel49
Equity. “We remain a big supporter of the Company and believe this
agreement benefits both CPI shareholders and Parallel49
investors.”
Parallel49 currently owns 6.6 million shares of CPI common
stock, or approximately 57% of CPI’s outstanding common stock. CPI
purchasing shares from Parallel49 at a 3 to 1 ratio to open market
purchases would maintain or reduce the Parallel49 ownership
percentage in CPI and minimize the share repurchase impact on CPI’s
public float.
“We believe repurchasing shares in the current environment is a
great investment for our shareholders, and this agreement allows us
to structure the repurchase program to enhance our equity profile,”
said Jeff Hochstadt, Chief Financial Officer of CPI Card Group.
The Company 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 of its common stock through open market
purchases and privately negotiated transactions, expiring on
December 31, 2024.
About CPI Card Group Inc.
CPI Card Group is a payment technology company providing a
comprehensive range of credit, debit, and prepaid card solutions,
complementary digital solutions, and 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 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, 2022 filed with
the Securities and Exchange Commission (the “SEC”) on March 8, 2023
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: (877) 369-9016
InvestorRelations@cpicardgroup.com CPI Card Group Inc. Media
Relations: Media@cpicardgroup.com
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