CPI Card Group Announces Additional Stock Purchase Agreement with Majority Shareholder Parallel49 Equity ULC
15 Marzo 2024 - 12:00PM
Business Wire
Agreement for the second quarter follows
expected completion of initial agreement on March 31, 2024
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 share
repurchase authorization. The new agreement covers the period April
through June and follows an initial agreement that expires on March
31, 2024.
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 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 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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version on businesswire.com: https://www.businesswire.com/news/home/20240315953312/en/
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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