Topps urges shareholders to vote for Tornante, Madison Dearborn merger on Aug. 30

By Lisa Kerner

Charlotte, N.C., Aug. 24 - The Topps Co., Inc. urged shareholders to vote for the $9.75-per-share cash merger with Tornante Co., LLC, led by Michael Eisner, and Madison Dearborn Partners LLC at its annual meeting on Aug. 30.

In an open letter to stockholders, Topps called Upper Deck Co.'s tender offer a "sham" and assured shareholders that the Tornante/Madison Dearborn transaction is real, offering a "full and fair value" for Topps' shares. Upper Deck dropped its plan to acquire Topps on Aug. 22.

Topps said it also believes the "plan" put forth by its largest shareholder, Crescendo Partners III, LP, is "fraught with risk" and that the investor is trying to take control of Topps for free.

Crescendo, as previously reported, is soliciting proxies against the "ill-advised Eisner merger" in the belief that the "price is inadequate and the sale process was flawed." In addition, the shareholder seeks to replace the existing Topps board at the annual meeting and has put forth a slate of nominees. The investor had also demanded that Topps hold its annual meeting before Sept. 25 as required under Delaware law.

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

Upper Deck is a sports and entertainment publishing company based in Carlsbad, Calif.

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