CLCT Collectors Universe Inc

Item 2.01. Completion of Acquisition or Disposition of Assets.

The Offer and any withdrawal rights expired at 12:00 midnight, New York time (one minute after 11:59 p.m., New York time, on February 5, 2021) on February 5, 2021 (the “Expiration Date”). Broadridge Corporate Issuer Solutions, Inc., the depositary for the Offer (the “Depositary”), advised Parent and Purchaser that, as of the Expiration Date, an aggregate of 5,179,075 Shares (including Shares treated as “rollover stock” within the meaning of Section 251(h) of the General Corporation Law of the State of Delaware, but excluding 1,093,255 Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” (as defined by Section 251(h)(6) of the General Corporation Law of the State of Delaware)) had been validly tendered and not validly withdrawn pursuant to the Offer. These Shares represent approximately 57 percent of the aggregate number of Shares then outstanding. Because all conditions to the Offer were satisfied or waived as of the Expiration Date, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer, and, in accordance with the terms of the Offer, payment for such Shares will be promptly made to the Depositary, which will then transmit such payments to the Company’s stockholders whose Shares have been accepted for payment.

Following consummation of the Offer, the remaining conditions to the Merger were satisfied and, on February 8, 2021, pursuant to the terms of the A&R Merger Agreement and in accordance with Section 251(h) of the DGCL, the Merger was consummated. In connection with the Merger, each Share that was issued and outstanding as of immediately prior to the effective time of the Merger (the “Effective Time”) (except as provided in the A&R Merger Agreement) was cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to the Offer Price.

In addition, with respect to each Company Restricted Share (as defined in the A&R Merger Agreement), at the Effective Time, (1) any vesting conditions applicable to such Company Restricted Share were automatically accelerated in full, and (2) such Company Restricted Share was cancelled and the holder thereof became 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 A&R Merger Agreement), at the Effective Time, (1) any vesting conditions applicable to such Company RSU were automatically accelerated in full and (2) such Company RSU was automatically cancelled and the holder thereof became 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) Offer Price, less applicable taxes required to be withheld with respect to such payment.

With respect to each Company PSU (as defined in the A&R Merger Agreement), at the Effective Time, (1) any vesting conditions applicable to such Company PSU, whether vested or unvested, were automatically accelerated, and (2) such Company PSU award was automatically cancelled and the holder thereof became 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 was (1) for any portion of a Company PSU with a one-year performance period ending as of June 30, 2019 or June 30, 2020, the number of outstanding Company PSUs applicable to such portion based on maximum performance in accordance with the terms of the applicable award agreement and Company stock plan and (2) for any portion of a Company PSU award with a one-year performance period ending as of June 30, 2021, June 30, 2022, or June 30, 2023, as applicable, the maximum number of Company PSUs applicable to such portion, in all cases, without adjustment for relative total shareholder return.

Purchaser paid aggregate consideration of approximately $853 million in cash in the Offer and the Merger, without giving effect to related transaction fees and expenses.

The description of the Offer and the Merger does not purport to be complete and is qualified in its entirety by reference to the A&R Merger Agreement, which was filed by the Company as Exhibit 2.1 to the Current Report on Form 8-K filed on January 20, 2021 and is incorporated herein by reference. The information set forth in the Introductory Note of this Current Report on Form 8-K is also incorporated herein by reference.