Upper Deck begins tender offer for Topps

By Lisa Kerner

Charlotte, N.C., June 25 - The Upper Deck Co.'s subsidiary, UD Co., Inc., began a $10.75-per-share cash tender offer for the Topps Co., Inc. that is slated to end at midnight ET on July 24.

The offer, valued at $425 million, exceeds the $9.75-per-share price under Topps' March 5 merger agreement with Tornante-MDP Joe Holding LLC and Tornante-MDP Joe Acquisition Corp.

CIBC World Markets Corp., Liner, Yankelevitz Sunshine & Regenstreif LLP and Katten Muchin Rosenman LLP advised Upper Deck.

On June 18, Topps postponed its June 28 special meeting of stockholders following a ruling by a Delaware court. The purpose of the meeting was to vote on the pending merger with the Tornante Co.

Upper Deck and Northwood Investors LLC filed suit claiming that Topps breached a March 19 confidentiality agreement as part of its go-shop period under its March 5 plan of merger agreement with Madison Dearborn and Tornante. In addition, the lawsuit claims Topps directors "fraudulently induced" Upper Deck into entering into the confidentiality agreement. Tornante and Madison Dearborn are accused in the lawsuit of aiding and abetting Topps directors in breaching their fiduciary duties to stockholders.

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.

© 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.