Collectors Universe Agrees to Acquire Gemprint Corporation for $7.5 Million Gemprint to Provide Anti-Fraud and anti-Counterfeiting Protection for GCAL
Diamond Grading Certificates
News-Antique.com - Nov 30,-0001 - NEWPORT BEACH, Calif., Nov. 30 -- Collectors
Universe, Inc. (Nasdaq: CLCT), a leading provider of value-added
authentication and grading services to dealers and buyers and sellers of
high-value collectibles and diamonds, today reported its entry into an asset
purchase agreement that provides for Collectors Universe to acquire the
business and substantially all of the assets of Gemprint Corporation, which
primarily includes a patented technology for non-invasive diamond
identification. Gemprint uses the technology to digitally capture the unique
refractive light pattern (or "gemprint") of each diamond that is processed
with that technology. Collectors Universe has agreed to pay a purchase price
consisting of $7.5 million in cash, at closing, plus $1 for each diamond
registration using the Gemprint process in excess of 100,000 registrations
during any year in the five year period immediately following consummation of
the acquisition.
Consummation of the Gemprint acquisition is subject to satisfaction of
certain conditions, set forth in the asset purchase agreement, including the
obtaining of third party consents and the approval of the holders of
two-thirds of Gemprint's outstanding shares. Gemprint has set December 19,
2005 as the date for a special shareholders meeting at which its shareholders
will vote on approval of the asset purchase agreement and the sale to
Collectors Universe of Gemprint's business and assets. Collectors Universe
has obtained, from a limited number of Gemprint shareholders, who own
approximately 80% of Gemprint's outstanding shares, voting agreements by which
they have agreed to vote for approval of the asset purchase agreement and the
sale of Gemprint's business and assets to Collectors Universe. Subject to the
satisfaction of the conditions contained in the asset purchase agreement, it
is expected that the Gemprint acquisition will take place promptly after
approval of the Gemprint shareholders has been obtained.
GCAL, which was acquired by Collectors Universe on November 7, 2005, plans
on incorporating the Gemprint process into its diamond grading process, so
that each GCAL graded diamond will also carry a Gemprint image stored in
GCAL's registered database. The incorporation of the Gemprint process will
enable GCAL to record the unique "fingerprint" of each diamond it grades,
which will make it possible to match GCAL graded diamonds, on a one-to-one
basis, with their GCAL certificates. The result of the inclusion of Gemprint
in the GCAL process is that GCAL will be able to provide an additional measure
of protection against misrepresentations of diamond quality that can occur by,
for example, switching a diamond grading certificate issued for a higher
quality diamond to a lower quality diamond.
"We are excited about our pending acquisition of Gemprint and the
implications that this will have on GCAL and the overall diamond grading
business. With the Gemprint 'fingerprint' on a GCAL grading certificate, we
believe the entire diamond distribution channel, from diamond manufacturers to
diamond dealers and to jewelry retailers, will have increased confidence in
GCAL graded diamonds and the quality grades that are assigned to them," stated
Michael Haynes, Chief Executive Officer of Collectors. "The enhanced security
of the GCAL
