Topps shareholder group seeks board resignations, rejection of Eisner-led offer

By Lisa Kerner

Charlotte, N.C., Aug. 22 - The Committee to Enhance Topps, in an Aug. 22 open letter to fellow stockholders, asked the majority of the Topps Co., Inc. board members to resign immediately and urged Topps' shareholders to reject the merger deal with an investment group.

Topps investor and board member Arnaud Ajdler is a member of the committee.

As it did previously, the committee suggested stockholders use the gold proxy card to vote against the proposed merger of the company with a buyout group that includes Madison Dearborn Partners, LLC and the Tornante Co. LLC, an investment firm controlled by Michael Eisner.

"Despite what the Topps board may be telling you, the Upper Deck Co. withdrew its tender offer bid because Arthur Shorin and his so-called 'executive committee' refused to negotiate in good-faith. We believe the executive committee never had any intention of completing a deal with Upper Deck, even if it meant the most value for the company's stockholders," the letter to shareholders stated.

Earlier on Wednesday, Upper Deck announced it had terminated its tender offer for all outstanding shares of Topps, saying that the "actions of Topps made the conditions precedent to the tender offer incapable of being satisfied." All Topps shares previously tendered and not withdrawn under the tender offer will be returned, according to a company statement.

Upper Deck, in response to Topps' Aug. 20 letter, accused Topps of "a transparent effort to create noise in order to discredit the UD transaction, promote the Tornante/Madison Dearborn merger favored by Topps' entrenched management, and insulate Topps from potential liability to its shareholders by cynically attempting to shift the blame to UD for a breakdown of the merger."

The Committee to Enhance Topps said "the company's stockholders deserve an independent, non-conflicted board that will truly look out for stockholders' best interests" and therefore, has put together its own slate of nominees for election to the board.

Committee nominees, if elected, plan to conduct a modified Dutch auction tender offer to buy back $110 million of shares between $10.00 to $10.50 per share, or some 28% of Topps' shares outstanding.

As previously reported, Topps' board recommended shareholders vote for the March 5, $9.75-per-share offer by Tornante and Madison Dearborn. In July, Upper Deck began a tender offer to purchase all of the outstanding shares of Topps stock for $10.75 per share in cash.

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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