Tricor-backed CPI Card Group seeks up to $365 mln from IPO

CPI Card Group Inc, a portfolio company of Canadian private equity firm Tricor Pacific Capital, has set the financial terms of its previously-announced initial public offering on Nasdaq and the Toronto Stock Exchange. The Littleton, Colorado-based company, a manufacturer of financial payment cards and other card products and services, said it expects to receive net proceeds of about US$140 million from the offering. According to CPI’s filing with the U.S. Securities Exchange Commission, the maximum amount that could be generated is about US$365 million. The offering includes the sale of shares held by the company’s current investors. Tricor has backed CPI since June 2007.

PRESS RELEASE

CPI Card Group Announces Commencement of Initial Public Offering

LITTLETON, COLORADO–(Marketwired – Sept. 22, 2015) – CPI Card Group Inc. (the “Company”) today announced that it has commenced an underwritten initial public offering of 17,647,059 shares of common stock with 8,982,353 shares to be sold by the Company and 8,664,706 shares to be sold by certain existing stockholders (the “Selling Stockholders”). The initial public offering price is expected to be between US$16.00 and US$18.00 per share of common stock. The underwriters will have a 30-day option to purchase up to an additional 2,647,059 shares of common stock from the Selling Stockholders.

The Company expects to receive net proceeds of approximately US$140 million from the offering and intends to use such proceeds to redeem the remaining outstanding shares of its preferred stock, to terminate its phantom stock plan and to satisfy all liabilities due thereunder and to repay outstanding indebtedness.

BMO Capital Markets, Goldman, Sachs & Co. and CIBC will act as joint book-running managers for the offering.

A registration statement, on Form S-1 relating to these securities has been filed with the U.S. Securities and Exchange Commission (“SEC”) but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time that the registration statement becomes effective. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov. A preliminary prospectus relating to these securities has also been filed with the securities regulatory authorities in each of the provinces and territories of Canada. The preliminary prospectus is subject to completion or amendment. There will not be any sale or any acceptance of any offers to buy these securities in any province or territory of Canada until a receipt for a final prospectus has been obtained from the securities regulatory authorities in such provinces and territories. Copies of the Canadian preliminary prospectus may be obtained from the underwriters at the addresses set out below and is available on SEDAR at www.sedar.com.

The offering of these securities will be made only by means of a prospectus. A copy of the U.S. preliminary prospectus related to the offering has been filed with the SEC and may be obtained from: BMO Capital Markets Corp., Attn: Equity Syndicate Department, 3 Times Square, New York, NY 10036, or by telephone at 1-(800)-414-3627 or by email at bmoprospectus@bmo.com; Goldman, Sachs & Co., Attention: Prospectus Department, 200 West Street, New York, New York 10282, or by telephone at 1-(866)-471-2526 or by email at prospectus-ny@ny.email.gs.com; or CIBC, by telephone at 1-(800)-282-0822 or by email at useprospectus@us.cibc.com.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Company’s common stock, nor shall there be any sale of such shares in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements
This press release contains forward-looking statements, which are subject to substantial risks, uncertainties and assumptions. You should not place reliance on these statements. Forward-looking statements include information concerning the proposed offering. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may” or similar expressions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that we will effect an initial public offering or the terms upon which we will consummate the offering. Accordingly, you should not place undue reliance on these forward-looking statements. All such statements speak only as of the date made, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACT INFORMATION
CPI Card Group Inc.
Investor Relations
InvestorRelations@cpicardgroup.com

CPI Card Group Inc.
Media Relations
Media@cpicardgroup.com

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