Collectors Universe Commences Dutch Auction Tender Offer to Repurchase Up to 1.75 Million Shares of Its Outstanding Common Stock
June 02 2009 - 8:30AM
PR Newswire (US)
NEWPORT BEACH, Calif., June 2 /PRNewswire-FirstCall/ -- Collectors
Universe, Inc. (NASDAQ:CLCT), a leading provider of value-added
authentication and grading services to dealers and collectors of
high-value collectibles, today announced that it is commencing a
modified Dutch Auction tender offer to purchase for cash up to
1,750,000 shares of its common stock, $.001 par value (including
associated preferred share purchase rights issued under the Rights
Agreement dated as of January 9, 2009 between the Company and
StockTrans, Inc., as the Rights Agent), at a price per share of not
less than $5.00 and not greater than $5.40, for a maximum aggregate
purchase price of approximately $9,450,000. The closing price of
the Company's stock was $4.55 on June 1, 2009, the last trading day
preceding the commencement of the tender offer. The mid point of
the purchase range of $5.20 represents a 14.3% premium over the
closing price of the Company's stock of $4.55 on June 1, 2009. In
addition, the mid point of the purchase range of $5.20 represents a
premium over the volume weighted average price of the Company's
shares over the previous 15 business days of 17.1% and a premium
over the volume weighted average price of the Company's shares over
the previous 30 business days of 24.4%. The Company expects the
tender offer to expire at 12:00 Midnight, Eastern Time, on July 2,
2009, unless extended or withdrawn. The Company intends to fund
this tender offer with cash on hand. At March 31, 2009, the Company
had approximately $20.8 million of cash and cash equivalents.
Shares must be tendered prior to the expiration of the offer, and
tenders of existing shares may be withdrawn at any time on or prior
to the expiration of the offer. Withdrawn shares will be returned
to stockholders in accordance with the terms of the offer. The
tender offer is not conditioned on any minimum number of shares
being tendered. However, the tender offer is subject to customary
conditions. B. Riley & Co., LLC is acting as the Company's
financial advisor and will act as the Information Agent for the
offering. The Depositary will be StockTrans, Inc. The modified
Dutch Auction would allow the Company's stockholders to tender some
or all of their shares at a price within the specified range and to
do so without incurring any brokerage fees or commissions. Based on
the number of shares tendered and the prices specified by the
tendering stockholders, the Company will determine the lowest price
per share within the range that will enable it to purchase up to
1,750,000 shares, or such lesser aggregate amount of its shares
that is properly tendered. All shares accepted in the tender offer
will be purchased at the same price per share even if a stockholder
tendered at a lower price. The Company reserves the right in the
tender offer to purchase up to an additional 2% of its shares
outstanding. The Company currently has approximately 9,158,343
shares outstanding. The Company's executive management team and its
Board of Directors are not participating in the tender offer. The
terms and conditions of the offer are as set forth in the offer to
purchase, letter of transmittal and related documentation and will
be distributed to holders of the Company's shares and filed with
the Securities and Exchange Commission ("SEC") today. A copy of the
offering documents may be obtained from B. Riley & Co., LLC,
the Information Agent for the offering. B. Riley & Co., LLC's
telephone number is (800) 494-7354 and email is . Please contact B.
Riley & Co., LLC with any questions regarding the offering.
Neither the Company, its Board of Directors, the Information Agent
nor the Depositary is making any recommendation to stockholders as
to whether to participate in the offer. Stockholders are urged to
read the relevant tender offer documents when they become available
because they will contain important information that stockholders
should consider before making any decision regarding tendering
their shares. The tender offer materials will be available for free
at the SEC's website at http://www.sec.gov/. In addition, the
Company's stockholders will be able to obtain a free copy of these
documents from the Information Agent as noted above. This press
release itself is not intended to constitute an offer or
solicitation to buy or exchange securities in the Company, nor
shall there be any sale or purchase of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. In addition to the offer to purchase, the related letter
of transmittal and certain other offer documents, the Company files
annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports,
statements or other information filed by the Company at the SEC
public reference room at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. The Company's filings
with the SEC are also available to the public from commercial
document-retrieval services and at the website maintained by the
SEC at http://www.sec.gov/. About Collectors Universe Collectors
Universe, Inc. is a leading provider of value added services to the
high-value collectibles markets. The Company authenticates and
grades collectible coins, sports cards, autographs and stamps. The
Company also compiles and publishes authoritative information about
United States and world coins, collectible trading cards and sports
memorabilia and collectible stamps and operates its CCE
dealer-to-dealer Internet bid-ask market for certified coins and
its Expos trade show and conventions business. This information is
accessible to collectors and dealers at the Company's website,
http://www.collectors.com/, and is also published in print.
Forward-Looking Statements This news release contains statements
regarding our expectations, beliefs or views about our future
financial performance, which constitute "forward-looking
statements" as defined in the Private Securities Litigation Reform
Act of 1995. Forward-looking statements can be identified by the
use of words such as "believe," "expect," "anticipate," "intend,"
"plan," "estimate," "project," or future or conditional verbs such
as "will," "would," "should," "could," or "may." Due to a number of
risks and uncertainties to which our business is subject, our
future financial performance may differ, possibly significantly,
from our expected financial performance as set forth in the forward
looking statements contained in this news release. Information
regarding those risks and uncertainties, and their possible impact
on our future financial performance, include, but are not limited
to, the risk that economic conditions in the United States will not
improve for some time and may even deteriorate further, which could
result in further reductions in the demand for our collectible
grading services and, consequently, in our revenues; the risk that
our strategy to offer new services in our continuing markets will
not be successful in enabling us to improve our profitability or
may even cause us to incur significant losses; and the risk that
the commercial real estate market in New York City will deteriorate
further, in which case we may not be able to sublease the offices
and laboratory facilities in New York City within the time period
and for the rents currently expected, causing our rental payment
obligations to be significantly higher than currently expected.
Additional information regarding these risks and information
regarding other risks and uncertainties to which our business is
subject is contained in our Annual Report on Form 10-K for our
fiscal year ended June 30, 2008 and our Quarterly Report on Form
10-Q for the quarter ended March 31, 2009 filed with the Securities
and Exchange Commission. Due to these risks and uncertainties,
readers are cautioned not to place undue reliance on the
forward-looking statements contained in this news release or in
that Annual Report, which speak only as of their respective dates.
We also disclaim any obligation to update or revise any of the
forward-looking statements as a result of new information, future
events or otherwise, except as may be required by law or NASDAQ
rules. Contact: Joseph Wallace Chief Financial Officer Collectors
Universe 949-567-1245 Email: DATASOURCE: Collectors Universe, Inc.
CONTACT: Joseph Wallace, Chief Financial Officer, Collectors
Universe, +1-949-567-1245, Web Site: http://www.collectors.com/
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