COLLECTORS UNIVERSE, INC. Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On
The Merger Agreement provides that, upon the terms and subject to the conditions
of the Merger Agreement, as promptly as practicable, Merger Sub will commence a
tender offer (the "Offer") to purchase the issued and outstanding shares of
common stock, par value
The Board of Directors of the Company (the "Board") determined that the transactions contemplated by the Merger Agreement are in the best interests of the Company and its stockholders and approved the Merger Agreement and the transactions contemplated by the Merger Agreement and resolved to recommend that the Company's stockholders tender their Shares in the Offer.
With respect to each Company Restricted Share (as defined in the Merger Agreement), at the Effective Time, (1) any vesting conditions applicable to such Company Restricted Share will automatically accelerate in full, and (2) such Company Restricted Share will be cancelled and the holder thereof will only be entitled to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of Company Restricted Shares outstanding immediately prior to the Effective Time by (B) the Offer Price, less applicable taxes required to be withheld with respect to such payment.
With respect to each Company RSU (as defined in the Merger Agreement), at the
Effective Time, (1) any vesting conditions applicable to such Company RSU will
automatically accelerate in full and (2) such Company RSU will automatically be
cancelled and the holder thereof will only be entitled to receive, without
interest, an amount in cash equal to the product obtained by multiplying (A) the
number of Shares subject to such Company RSU award immediately prior to the
Effective Time by (B)
With respect to each Company PSU (as defined in the Merger Agreement), at the
Effective Time, (1) any vesting conditions applicable to each Company PSU,
whether vested or unvested, will automatically accelerate, and (2) such Company
PSU award will automatically be cancelled and the holder thereof will only be
entitled to receive, without interest, as promptly as practicable an amount in
cash equal to the product obtained by multiplying (A) the number of Shares
subject to such Company PSU award immediately prior to the Effective Time by (B)
the Offer Price, less applicable taxes required to be withheld with respect to
such payment. For purposes of determining the number of Shares subject to a
Company PSU in clause (A) of the immediately preceding sentence, such number
shall be (1) for any portion of a Company PSU with a one-year performance period
ending as of
Under the terms of the Merger Agreement, Merger Sub's obligation to accept and pay for Shares that are tendered in the Offer is subject to the satisfaction or waiver of certain conditions, including: (1) that prior to the expiration of the Offer there have been validly tendered and received (within the meaning of Section 251(h) of the DGCL) and not validly withdrawn a number of Shares that, together with Shares then-owned by Parent and any of its wholly owned subsidiaries, would represent at least one Share more than a majority of all then outstanding Shares (excluding certain specified Shares as more specifically described in the Merger Agreement) (the "Minimum Tender Condition"); (2) the accuracy of the Company's representations and warranties in the Merger Agreement, subject to specific materiality qualifications and thresholds; (3) compliance by the Company with its covenants in the Merger Agreement in all material respects; (4) the absence of legal restraints or orders prohibiting the consummation of the transactions contemplated by the Merger Agreement; (5) the expiration or termination of the waiting period under the United States Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended; (6) the absence of a termination of the Merger Agreement in accordance with its terms; and (7) the non-occurrence of a Material Adverse Effect (as defined in the Merger Agreement) that is continuing.
Under the terms of the Merger Agreement, the Company will be subject to customary "no-shop" restrictions on its ability, except as permitted by the Merger Agreement, to solicit, initiate, propose or induce the making or knowingly encourage alternative acquisition proposals from third parties and to provide nonpublic information to, or participate in, discussions or negotiations with third parties regarding alternative acquisition proposals. The "no-shop" provision is subject to certain exceptions that permit the Board to comply with its fiduciary duties, which, under certain circumstances, would enable the Company to provide information to, and enter into discussions or negotiations with, third parties in response to alternative acquisition proposals.
The Merger Agreement contains certain termination rights for both the Company
and Parent. Upon termination of the Merger Agreement under specified
circumstances, the Company will be required to pay Parent a termination fee of
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) Compensatory Arrangements of Certain Officers
On
? accelerated vesting and settlement of a portion of the
PSUs held by
Officer, that are otherwise scheduled to vest at the Effective Time in order to
mitigate against potential adverse tax consequences to
Company as a result of Section 280G of the Internal Revenue Code of 1986, as
amended; and
? a one-time cash bonus of
Vice President and Chief Financial Officer, to recognize his outstanding
contributions to the Company.
Item 8.01 Other Events. Press Release
On
Outstanding Share Count
The Company has determined that 9,026,111 Shares were issued and outstanding as
of
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