Cards Parent LP entered into definitive agreement to acquire Collectors Universe, Inc. (NasdaqGM:CLCT) from Alta Fox Capital Management LLC and others for approximately $700 million on November 30, 2020. The consideration paid will be $75.25 per share in cash for all of the company’s outstanding shares of common stock. The transaction is valued at approximately $700 million. On January 20, 2021, the parties entered into an amended and restated Agreement and Plan of Merger where the offer per share increased from $72.25 to $92 per share. As per amended offer per share, Cards Parent LP acquiring Collectors Universe for approximately $850 million. Pursuant to equity commitment letters dated November 30, 2020, the D1 Master Fund and CPV Investments VI, LLC have committed to provide Cards Parent LP with an aggregate equity contribution of up to $730 million. As of 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3, 2021, approximately 5,063,280 shares of Collectors Universe’s common stock have been validly tendered and not withdrawn in the tender offer, representing approximately 56% of the outstanding shares of Collectors Universe’s common stock. Upon completion of the transaction, Collectors Universe will become a privately held company and its shares will no longer be listed on any public market. Under the terms of the merger agreement, Collectors Universe will be subject to customary “no-shop” restrictions. In event of termination of transaction, Collectors Universe will be required to pay a termination fee of $22.7 million. Similarly, Cards Parent LP will be required to pay the company a termination fee of $43.7 million. Joseph J. Orlando, President and Chief Executive Officer of Collectors Universe, will continue to lead Collectors Universe, which will retain its headquarters in Santa Ana, California. The closing of the tender offer 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 and expiration or early termination of the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction is not subject to any financing contingency. The Board of Directors of Collectors Universe, Inc. 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. The Board of managers of general partner of Cards Parent LP have unanimously approved and declared advisable this agreement and the transactions and determined that this agreement and the transactions are fair to, and in the best interests of Cards Parent LP. As on December 23, 2020, Federal Trade Commission granted early termination of the waiting period. As on January 20, 2021, Collectors Universe Board unanimously approved and declared it advisable, to enter into the merger agreement and consummate the transactions upon the terms and subject to the conditions set forth in the merger agreement and recommended the shareholders to accept the offer. The transaction is expected to close in the first calendar quarter of 2021. On January 20, 2021, In connection with the entry into the Amended Merger Agreement, the parties agreed to extend the expiration time for the Offer from January 19, 2021, to February 3, 2021. As of February 4, 2021, the tender offer has been extended to February 5, 2021. Mark Mikullitz of Houlihan Lokey is serving as financial advisor and rendered a fairness opinion to Collectors Universe and Robert F. Kornegay, Douglas Schnell, David Berger, Myra Sutanto Shen, Brandon Gantus, Michael Montfort, Christopher Paniewski, Matt Staples, Christopher Williams, Rebecca Stuart, Susan Reinstra, Martin Sul, Anne Seymour and Robert Ishii of Wilson Sonsini Goodrich & Rosati, Professional Corporation are serving as legal counsel. Brian Davis of Allen & Company LLC is serving as financial advisor to Cards Parent LP and Marc Treviño, Matthew Goodman, Regina L. Readling, Mehdi Ansari, Ronald E. Creamer Jr. and Audra Cohen of Sullivan & Cromwell LLP and Edward Ackerman, Raphael Russo, Nathan Sawyer, Jason Tyler, Charles Googe, David Mayo, Mark Mendelsohn, Steven Herzog, Peter Jaffe, Andrew Gaines, Lisa Krausz Eisenberg, Peter Fisch, William O'Brien and Marta Kelly of Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal counsel. Innisfree M&A Incorporated acted as the information agent and Broadridge Corporate Issuer Solutions, Inc. acted as the depositary to Collectors Universe as part of the transaction. Cards Parent LP completed the acquisition of Collectors Universe, Inc. (NasdaqGM:CLCT) from Alta Fox Capital Management LLC and others on February 5, 2021. On the expiration of the tender offer, 5,179,075 shares were validly tendered and not withdrawn in the tender offer representing approximately 57% of the outstanding shares of the Company’s common stock. In addition, 1,093,255 shares were delivered pursuant to guaranteed delivery procedures. When taken together, the shares tendered and delivered pursuant to guaranteed delivery procedures represent approximately 69% of the outstanding shares of Collectors Universe common stock.