Upper Deck no longer in market for Topps, terminates tender

By Lisa Kerner

Charlotte, N.C., Aug. 22 - The Upper Deck Co. terminated its tender offer for all outstanding shares of the Topps Co., Inc.

The company said the "actions of Topps made the conditions precedent to the tender offer incapable of being satisfied," according to a statement released on Wednesday.

All Topps shares previously tendered and not withdrawn under the tender offer will be returned.

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."

It was previously reported that Topps' board "reluctantly concluded" that Upper Deck's $10.75 per-share tender offer for the company "is not genuine." The tender offer was set to expire at midnight ET on Aug. 29.

Upper Deck was given a deadline of 5 p.m. ET on Aug. 22 to confirm that it will execute the draft merger agreement in its present form, including the 50% minimum tender condition. Otherwise, Topps said it would dedicate its efforts to closing the deal with Tornante and Madison Dearborn.

In Topps' Aug. 20 letter signed by lead director Allen A. Feder, Topps accused Upper Deck of stall tactics and subterfuge over due diligence and claimed the company was reluctant to consummate the deal.

Tornante-MDP Joe Holding LLC had given Topps until Aug. 21 to reaffirm its recommendation of the company's March 5 merger agreement with Tornante Co., LLC and Madison Dearborn Partners, LLC. The would-be buyers asked Topps to publicly reaffirm the fairness of the merger agreement and the board's support of the deal.

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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