M&A - CPI Card Group Inc.
Form Type: 8-K
Filing Date: 2025-05-07
Corporate Action: Merger
Type: New
Accession Number: 000155837025006601
Filing Summary: On May 6, 2025, CPI Card Group Inc., through its wholly-owned subsidiary CPI CG, entered into an Agreement and Plan of Merger with Apollo Merger Subsidiary, Inc., Arroweye Solutions, Inc. (ASI), and WT Representative LLC. The merger concludes with ASI becoming a wholly-owned subsidiary of CPI CG. The agreement entails a purchase price of $45.55 million, subject to adjustments, with funds provided from the company's cash on hand and credit facilities. The agreement also includes provisions for post-closing indemnification and warranties covered by an insurance policy. Following shareholder approval, the merger was finalized with considerable contractual stipulations regarding representations and warranties. Additional financial results were announced in a press release the following day, providing an update on the firm's performance.
Additional details:
Merger Effective Date: 2025-05-06
Purchase Price: 45.55 million
Merger Subsidiary: Apollo Merger Subsidiary, Inc.
Acquired Entity: Arroweye Solutions, Inc.
Escrow Details: portion of purchase price held back for indemnification claims and price adjustments
Primary Location Of Acquired Entity: Las Vegas, Nevada
Financing Method: cash on hand and borrowings under credit facility
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