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, and the
investor group led by entrepreneur and sports card collector Nat
Turner, D1 Capital Partners L.P., and Cohen Private Ventures, LLC
(the “Investor Group”), today announced that a majority of the
issued and outstanding shares of Collectors Universe’s common stock
have been tendered into the offer commenced by the Investor Group.
Broadridge Corporate Issuer Solutions, Inc., the
depositary for the tender offer, has advised that as of 6:00 p.m.,
New York time, on February 3, 2021, approximately 5,063,280 shares
of Collectors Universe’s common stock have been validly tendered
and not withdrawn in the tender offer, representing approximately
56% of the outstanding shares of the Company’s common stock.
Approximately 752,361 of the validly tendered
shares of Collectors Universe’s common stock, representing
approximately 8.3% of shares outstanding, were tendered by notice
of guaranteed delivery. To allow for those shares to be delivered,
which can take up to two business days, the tender offer has been
extended to one minute after 11:59 p.m., Eastern Time, at the end
of the day on February 5, 2021.
All terms and conditions of the tender offer,
including the Investor Group’s “best and final” offer price of
$92.00 per share in cash, remain unchanged during the extension
period. Collectors Universe shareholders who have already tendered
their shares do not have to re-tender their shares or take any
other action as a result of the extension to receive their
significant cash premium upon the closing of the tender offer.
Assuming the successful closing of the tender
offer after the extension period, the Investor Group intends to
complete its acquisition of Collectors Universe as soon as
practicable through the merger of Cards Acquisition Inc., an entity
controlled by the Investor Group, with and into Collectors
Universe. In connection with the merger, any remaining outstanding
shares will be converted into the right to receive $92.00 per share
in cash, without interest and subject to any required withholding
taxes, the same consideration that will be received by shareholders
who tendered their shares in the tender offer. Upon completion of
the merger, Collectors Universe will become a privately held
company and its common stock will cease trading on the NASDAQ
Global Select Market.
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.
About D1 Capital
Partners D1 Capital Partners is a global
investment firm that operates across public and private markets.
The firm combines the talent and operational excellence of a large,
premier asset management firm with the flexible mandate and
long-term time horizon of a family office. Founded in 2018 by Dan
Sundheim, D1 focuses on investing in the global internet,
technology, telecom, media, consumer, healthcare, financial,
industrial, and real estate sectors.
About Cohen Private Ventures
Cohen Private Ventures invests long-term capital, primarily in
direct private investments and other opportunistic transactions,
and manages family office activities, on behalf of Steven A. Cohen
and his family.
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, 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 or that shares tendered pursuant to
guaranteed delivery procedures are not ultimately tendered;
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 UniverseInvestor Relations
Contact:Shelton GroupLeanne K.
Sievers949-224-3874sheltonir@sheltongroup.com
Media Contact:Joele Frank, Wilkinson Brimmer
KatcherJed Repko / Eric Brielmann212-355-4449
Investor GroupGasthalter & Co.Jonathan
Gasthalter / Sam Fisher212-257-4170
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