Collectors Universe Reminds Shareholders to Receive their Significant Cash Premium by Tendering Shares Ahead of February 3rd ...
January 28 2021 - 8:00AM
Collectors Universe (NASDAQ: CLCT) (“Collectors Universe” or the
“Company”), a leading provider of value-added authentication and
grading services to dealers and collectors of collectibles, today
reminds all Collectors Universe shareholders to tender their shares
into the offer commenced by an investor group led by entrepreneur
and sports card collector Nat Turner, D1 Capital Partners L.P., and
Cohen Private Ventures, LLC, (the “Investor Group”). The
significant cash premium of $92.00 per share will only be paid if
the number of shares tendered into the tender offer together with
any shares beneficially owned by the Investor Group equals at least
one share more than a majority of all issued and outstanding
Company shares. Your decision to tender your shares is very
important, and is the only way to help ensure all Collectors
Universe shareholders receive this significant premium. The
deadline to tender your shares is by end of day Eastern Time on
February 3, 2021.
The “best and final” offer is $92.00 per share in cash,
representing an approximately 32% premium to Collectors Universe’s
unaffected share price on November 25, 2020, the last full trading
day before the transaction was announced, and a premium of 18% to
the Company’s closing share price on January 19, 2021, the last
trading day before the terms of the transaction were amended and
restated to reflect the Investor Group’s “best and final”
offer.
The Collectors Universe Board of Directors unanimously
recommends that all shareholders tender their shares in the tender
offer. The recommendation is more completely described in the
Schedule 14D-9 previously filed by Collectors Universe with the
Securities and Exchange Commission on December 17, 2020, and
subsequent amendments thereto.
SHAREHOLDERS WITH QUESTIONS ABOUT HOW TO
TENDER THEIR SHARES SHOULD CONTACT INNISFREE
M&A INCORPORATED AT (877) 456-3510.
About Collectors Universe Collectors
Universe, Inc. is a leading provider of value-added services to the
collectibles markets. The Company authenticates and grades
collectible coins, trading cards, event tickets, autographs and
memorabilia (“collectibles”). The Company also compiles and
publishes authoritative information about United States and world
coins, collectible trading cards and sports memorabilia 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.collectorsuniverse.com, and is also
published in print.
Cautionary Statements Regarding Forward-Looking
Information
This news release contains statements regarding Collectors
Universe’s expectations, beliefs or views about its pending
acquisition by an investor group (the “Transaction”), including the
anticipated timing of the Transaction; considerations taken into
account by the Collectors Universe Board of Directors in approving
the Transaction; and expectations for Collectors Universe’s
operating plan and growth rate, all of which constitute
“forward-looking statements” as defined in the Private Securities
Litigation Reform Act of 1995. Forward looking statements can often
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 its business
and its markets are subject, Collectors Universe’s future financial
performance may differ, possibly significantly, from expectations
regarding its future financial performance that are expressed in,
or that may be implied or inferred from the discussion in, this
news release. Those risks and uncertainties, and their possible
impact on Collectors Universe’s future financial performance,
include, but are not limited to, the following: the risk that the
conditions to the closing of the Transaction are not satisfied,
including the risk that a sufficient number of Collectors
Universe’s shareholders do not tender their shares into the tender
offer; potential litigation relating to the Transaction;
uncertainties as to the timing of the consummation of the
Transaction and the ability of each party to consummate the
Transaction; risks that the Transaction disrupts the current plans
and operations of Collectors Universe; the occurrence of any event,
change or other circumstance that could give rise to the
termination of the merger agreement; Collectors Universe’s
continued dependence on its coins, and cards and autographs
businesses, which historically have generated more than 90% of
Collectors Universe’s total consolidated revenues and a substantial
portion of its operating income, which make its operating results
more vulnerable to conditions that could adversely affect those
businesses, such as the volatility of precious metals prices that
could adversely affect its coin revenues; the risk that Collectors
Universe’s future operating results could deteriorate if recently
released COVID-19 vaccines permit a return to more normal living
and working conditions and consumer interest in its collectibles
markets consequently declines; the risk that it may become
necessary for Collectors Universe to reduce the amount of, or
suspend or discontinue the payment of cash dividends in the future,
due to conditions or circumstances outside of its control or due to
adverse financial performance and the cash needs of its business in
the future; the risk that domestic or international economic
conditions may deteriorate as a result of events outside of
Collectors Universe’s control, which could lead to reductions in
the demand for its collectibles authentication and grading services
and, consequently, in its revenues and operating results; the risk
that the weakness or volatility of economic conditions will lead to
longer-term changes in the spending habits of consumers and in the
availability and use of credit by smaller businesses, such as
collectibles dealers, to fund purchases of collectibles, which
could lead to longer-term declines in collectibles commerce and,
therefore, in the demand for Collectors Universe’s services; the
risks that claims under Collectors Universe’s coin and trading card
authentication and grading warranties will increase substantially
and that the warranty reserves that it maintains for such claims
will prove to be inadequate, which could cause its gross profit
margin and operating results to decline or cause Collectors
Universe to incur operating losses; the risk that Collectors
Universe’s strategies of offering services in newer geographic
areas, such as Europe and Asia, or potentially investing in new
lines of business, will not be successful in enabling it to improve
its profitability or may even cause Collectors Universe to incur
significant losses; and the risks and added complexity of
conducting business overseas.
Additional information regarding these risks and other risks and
uncertainties to which its business is subject is contained in Item
1A, entitled “Risk Factors”, in Collectors Universe’s Annual Report
on Form 10-K for its fiscal year ended June 30, 2020, which it
filed with the SEC on August 26, 2020. Readers of this news release
are urged to review the discussion of those risks and uncertainties
in that Report. Also, Collectors Universe’s financial results in
the future may differ from those currently expected due to
additional risks and uncertainties of which it is not currently
aware or which it does not currently view as, but in the future may
become, material to its business or operating results. Due to the
aforementioned risks and uncertainties, readers are cautioned not
to place undue reliance on the forward-looking statements
contained, implied or inferred in this news release or in or in
Collectors Universe’s Annual or Quarterly Reports filed with the
Securities and Exchange Commission (the “SEC”), which speak only as
of their respective dates. Collectors Universe also disclaims any
obligation to update or revise any of the forward-looking
statements contained in this news release or in its Annual or
Quarterly Reports that it has filed with the SEC as a result of new
information, future events or otherwise, except as may be required
by law or Nasdaq rules.
Contacts
Collectors Universe
Investor Relations Contact:Shelton GroupLeanne
K. Sievers949-224-3874sheltonir@sheltongroup.com
Media Contact:Joele Frank, Wilkinson Brimmer
KatcherJed Repko / Eric Brielmann212-355-4449
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