Topps' largest shareholder pushes for scheduling of annual meeting, new board members

By Lisa Kerner

Charlotte, N.C., July 30 - Topps Co., Inc.'s largest shareholder Crescendo Partners II, LP, Series Y, in a letter to the company's board of directors, demanded it hold its annual meeting on or before Sept. 25 in compliance with Delaware law. The previous annual meeting was held on Aug. 25, 2006.

If the meeting is not scheduled, Crescendo said it intends to "promptly apply after the 13-month anniversary to the Delaware Court of Chancery to order an annual meeting to be held."

Crescendo is also soliciting proxies against the "ill-advised Eisner merger" in the belief that the "price is inadequate and the sale process was flawed."

As previously reported, the Topps board is recommending shareholders vote for the March 5, $9.75-per-share transaction with Michael Eisner's the Tornante Co. LLC and Madison Dearborn Partners, LLC.

In addition, the shareholder seeks to replace the existing Topps board at the next annual meeting and has put forth a slate of nominees. The nominees would, if elected, replace senior management and conduct a modified Dutch auction tender offer "in order to fix the company's capital structure," the letter, included in a schedule 14A filing with the Securities and Exchange Commission, stated.

New York-based Topps creates and markets sports and related cards, entertainment products and confectionery.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.