Collectors Universe, Inc. Board of Directors, at a meeting Jan. 9, adopted a limited duration stockholder rights plan. The plan has an initial term of one year ending in January 2010, but may be extended for two additional years if the plan is approved by the stockholders on or prior to the end of the initial one-year term.
“We continue to be optimistic regarding the company’s long-term prospects which we believe are not adequately reflected in the current trading price of our stock,” said Michael Haynes, Collectors Universe chief executive officer. “With the general market for securities depressed, our board has taken this action to protect our stockholders from any attempt that might be made to acquire or control the company at an unreasonably low price. The board also believes that the rights plan will help ensure that the company has the opportunity to pursue its strategic plan and the board will have adequate time to evaluate alternatives if such a takeover attempt were to be made. The rights plan as adopted is a temporary measure and compliant with ISS guidelines. The plan is not intended to and will not prevent an acquisition of the company which is determined to be advantageous to the stockholders.”
In connection with the adoption of the stockholder rights plan, the Collectors Universe board declared a non-taxable distribution of rights to purchase shares of a new series of preferred stock to all stockholders of record as of Jan. 23. Under the Plan, if anyone becomes the beneficial owner of 20 percent or more of the company’s outstanding shares, then, subject to limited exceptions, each right (other than those held by that 20 percent or more beneficial owner) will become exercisable and entitle its holder to purchase, at the exercise price of the right, a number of the company’s shares having a market value of twice the right’s exercise price. If anyone announces or commences a tender offer or exchange offer for the company’s shares, then, subject to limited exceptions, each right will entitle its holder (other than the offeror) to purchase, at the exercise price of the right, a number of the acquiring party’s shares having a market value at that time of twice the right’s exercise price. Unless and until either of those events occurs, the rights will not be exercisable, will trade with the Company’s common stock and no rights certificates will be issued.
Collectors Universe, Newport Beach, Calif., provides authentication and grading services to dealers and collectors of high-value collectibles, diamonds, and colored gemstones.Follow JCK on Instagram: @jckmagazine
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