This Amendment No. 6 (this “Amendment”) amends and supplements the Tender Offer
Statement on Schedule TO (as amended and together with any subsequent amendments and supplements thereto, the “Schedule TO”) filed with the Securities and Exchange Commission on December 17, 2020 by Cards Acquisition Inc.
(“Purchaser”), a Delaware corporation and wholly owned indirect subsidiary of Cards Parent LP (“Parent”), a Delaware limited partnership. The Schedule TO relates to the tender offer by Purchaser for any and all of
the outstanding shares of common stock, par value $0.001 per share (“Shares”), of Collectors Universe, Inc. (“Collectors Universe”), a Delaware corporation, at a price of $92.00 per Share, without interest
and subject to any required withholding taxes, net to the seller in cash, upon the terms and subject to the conditions set forth in the offer to purchase, dated December 17, 2020 (the “Offer to Purchase”), a copy of which is
attached as Exhibit (a)(1)(A), and the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, as each may be amended or supplemented from time to time, collectively
constitute the “Offer.”
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged
and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.
The Schedule TO is hereby amended and supplemented as follows:
Items 1 through 9 and Item 11.
The
information set forth in the Offer to Purchase and Items 1 through 9 and 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, is hereby amended and supplemented to include the
foregoing:
“The Offer and withdrawal rights expired at 12:00 midnight, New York time, on February 5, 2021 (one minute after 11:59 p.m., New
York time, on February 5, 2021. The Depositary has advised Purchaser that a total of 5,179,075 Shares (including the Turner Rollover Shares, but excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been
delivered in satisfaction of such guarantee in accordance with Section 251(h) of the DGCL) were validly tendered and not properly withdrawn pursuant to the Offer prior to the Expiration Time (or, in the case of the Turner Rollover Shares, are
counted as if they were tendered for purposes of determining whether the Minimum Condition was satisfied in accordance with Section 251(h) of the DGCL), representing approximately 57% of the outstanding Shares as of the Expiration Time. In
addition, the Depositary has advised Purchaser that Notices of Guaranteed Delivery have been delivered with respect to 1,093,255 additional Shares prior to the Expiration Time, representing approximately 12% of the outstanding Shares as of the
Expiration Time.
The number of Shares validly tendered and not properly withdrawn pursuant to the Offer (excluding Shares tendered pursuant to guaranteed
delivery procedures that have not yet been delivered in satisfaction of such guarantee in accordance with Section 251(h) of the DGCL) plus the Turner Rollover Shares satisfies the Minimum Condition, and all other conditions to the
Offer were satisfied or (to the extent waivable) waived. Promptly after the Expiration Date, all Shares that were validly tendered and not properly withdrawn pursuant to the Offer have been accepted for payment by Purchaser. Purchaser will promptly
pay for all such Shares in accordance with the terms of the Offer.
As a result of its acceptance for payment of the Shares validly tendered and not
properly withdrawn pursuant to the Offer, Purchaser intends to effect the closing of the Merger on February 8, 2021, without a vote of the stockholders of Collectors Universe in accordance with Section 251(h) of the DGCL. Pursuant to the
Merger Agreement, at the Effective Time, each Share outstanding immediately prior to the Effective Time (other than Shares: (a) owned by Parent, Purchaser or any other direct or indirect wholly owned subsidiary of Parent or Collectors Universe
or any direct or indirect wholly owned subsidiary of Collectors Universe; (b) held by stockholders of Collectors Universe who have properly and validly exercised, and not withdrawn or otherwise lost, their appraisal rights under
Section 262 of the DGCL; and (c) any “excluded stock” within the meaning of Section 251(h)(6) of the DGCL, including, for the avoidance of doubt, the Turner Rollover Shares) will be converted into the right to receive
$$92.00 in cash, without interest and less any required withholding taxes.
The full text of the press release issued by Collectors Universe on
February 8, 2021, announcing the expiration, the results and the successful completion of the Offer, is attached hereto as Exhibit (a)(1)(J) and is incorporated by reference herein.”
Item 12. Exhibits.
Item 12 of
the Schedule TO is hereby amended and supplemented by adding the following exhibit thereto:
