Collectors Universe and Investor Group Led by Entrepreneur and Collector Nat Turner Amend and Restate Merger Agreement to Increase Offer Price to $92.00 Per Share in Cash

Rhea-AI Summary

Collectors Universe (NASDAQ: CLCT) has entered a revised merger agreement with an investor group led by Nat Turner, offering a 'best and final' acquisition price of $92.00 per share. This represents a 32% premium to the share price as of November 25, 2020, and an 18% premium to the price on January 19, 2021, valuing the company at approximately $853 million. The Board unanimously recommends shareholders tender their shares as the offer provides certainty amidst potential growth risks. The tender offer, extended until February 3, 2021, has seen about 4.34% of shares tendered as of January 19, 2021.

Positive

• The acquisition offer of $92.00 per share represents a 32% premium to the pre-announcement price.
• The offer includes no financing contingency, enhancing deal certainty.
• The Board's unanimous recommendation indicates confidence in the transaction.
• The investor group plans to leverage technology to expand operational capacity.

Negative

• The Board acknowledged risks of declining growth rates in the future.

“Best and Final” Offer Represents an Approximately 32% Premium to Closing Share Price on November 25, 2020

Collectors Universe Board Unanimously Recommends Shareholders Tender Shares

Tender Offer Extended to February 3, 2021

NEWPORT BEACH, Calif., Jan. 20, 2021 (GLOBE NEWSWIRE) -- 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 they have entered into an amended and restated merger agreement under which Cards Acquisition Inc., an affiliate of the Investor Group, has increased its offer to acquire all outstanding shares of Collectors Universe to a “best and final” offer of $92.00 per share in cash.

The “best and final” offer represents 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 offer, which is not subject to any financing contingency, values Collectors Universe at approximately $853 million. The Collectors Universe Board of Directors unanimously approved the revised agreement and recommends that all shareholders tender their shares in the offer.

A.J. “Bert” Moyer, Chairman of the Collectors Universe Board of Directors, said, “This enhanced, ‘best and final’ offer recognizes the strong momentum in our business and provides certainty of value in an uncertain economic environment. While the Board has a high degree of confidence in management’s plan, it also believes that there is a significant risk that the Company's recent growth rate will decline over time. For these reasons, the Board continues to believe that this transaction and the certainty it provides is in the best interest of shareholders.”

“With this ‘best and final’ offer, we are pleased to have reached an agreement that delivers material incremental value for Collectors Universe shareholders,” said Mr. Turner. “We look forward to applying our collective experience scaling technology businesses and extensive knowledge of the collectibles space to expand the Company’s operational capacity and technological capabilities.”

Collectors Universe shareholders who have already effectively accepted the offer by tendering their shares are not required to take further action in order to receive the increased offer price. The tender offer commenced on December 17, 2020. It is subject to certain limited and customary conditions, including the tender by Collectors Universe shareholders of at least one share more than 50% of Collectors Universe’s issued and outstanding shares of common stock. The tender 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 the subsequent amendments thereto.

Cards Acquisition Inc.’s tender offer statement on Schedule TO, as well as Collectors Universe’s solicitation/recommendation statement on Schedule 14D-9, will be amended to reflect the revised terms of the transaction. The tender offer is now scheduled to expire at one minute after 11:59 p.m., Eastern Time, at the end of the day on February 3, 2021.

In a separate press release, the Company also announced preliminary financial results for the second quarter ended December 31, 2020.

Broadridge Corporate Issuer Solutions, Inc., the depositary for the tender offer, has advised that as of 5:00 p.m., New York time, on January 19, 2021, approximately 393,018 shares of Collectors Universe’s common stock (including certain shares held by Mr. Tuner but excluding 23,141 shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in satisfaction of such guarantee) have been validly tendered and not properly withdrawn pursuant to the tender offer (or, pursuant to the merger agreement, are counted as if they were tendered), representing approximately 4.34% of the outstanding shares of common stock.

Advisors

Houlihan Lokey is serving as financial advisor to the Company and Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal counsel.

Allen & Company LLC is serving as financial advisor to the Investor Group and Sullivan & Cromwell LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal counsel.

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; considerations taken into account by the Collectors Universe Board of Directors in approving the Transaction; and e

FAQ

What is the new offer price for Collectors Universe's shares?

The new offer price is $92.00 per share.

When does the tender offer for Collectors Universe expire?

The tender offer expires on February 3, 2021.

What premium does the new offer represent compared to prior share prices?

The offer represents a 32% premium to the closing price on November 25, 2020.

What percentage of shares have been tendered as of January 19, 2021?

Approximately 4.34% of outstanding shares have been tendered.

Who is leading the investor group acquiring Collectors Universe?

The investor group is led by Nat Turner.