Offer to Purchase All Outstanding Shares of Common Stock of CafePress Inc. at $1.48 Per Share of Common Stock, Net in Cash by Snapfish Merger Sub, Inc., a wholly owned subsidiary of Snapfish, LLCOffer to Purchase • October 12th, 2018 • Snapfish, LLC • Retail-miscellaneous retail
Snapfish Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Snapfish, LLC, a California limited liability company (“Parent”), is offering to purchase all outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of CafePress Inc., a Delaware corporation (the “Company”), at a price per Share of $1.48 (such price as it may be amended from time to time in accordance with the Merger Agreement, the “Offer Price”), net to the seller in cash, without any interest, but subject to and reduced by any required withholding of taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase (together with any amendments or supplements hereto, this “Offer to Purchase”) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, together with this Offer to Purchase, the “Offer”). The Offer is being made pursuant to the Agreement and Plan of Merger, date
JOINT FILING AGREEMENTJoint Filing Agreement • October 5th, 2018 • Snapfish, LLC • Retail-miscellaneous retail
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of this Statement on Schedule 13D including any amendments thereto. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
PERSONAL AND CONFIDENTIAL April 5, 2018Confidentiality Agreement • October 12th, 2018 • Snapfish, LLC • Retail-miscellaneous retail
In connection with your consideration of a possible transaction (“Transaction”) with CafePress Inc. (the “Company”), a Delaware corporation, you have requested certain confidential and other information concerning the Company. For purposes of the Transaction, Needham & Company, LLC (“Needham”) is the financial advisor to the Company.
EXCLUSIVITY AGREEMENTExclusivity Agreement • October 12th, 2018 • Snapfish, LLC • Retail-miscellaneous retail • Delaware
This EXCLUSIVITY AGREEMENT (this “Agreement”), dated August 16, 2018 (the “Effective Date”), is made by and between CafePress Inc. (the “Company”), and District Photo, Inc. (“Buyer”).
RECIPROCAL CONFIDENTIALITY AGREEMENTReciprocal Confidentiality Agreement • October 12th, 2018 • Snapfish, LLC • Retail-miscellaneous retail • Kentucky
THIS RECIPROCAL CONFIDENTIALITY AGREEMENT (hereinafter the “Agreement”) is made as of this 16th day of August 2018, between CafePress Inc., having its principal place of business at 11909 Shelbyville Road, Louisville, Kentucky 40243 (“CafePress”) and District Photo, Inc., having its principal place of business at 10501 Rhode Island Avenue, Beltsville, MD 20705 (“Company”).
