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Strategies & Market Trends : Speculating in Takeover Targets -- Ignore unavailable to you. Want to Upgrade?

To: richardred who wrote (1218)	3/6/2007 10:57:24 AM
From: richardred	Read Replies (1) \| Respond to of 7242

Topps Accepts $385.4M Takeover Bid Tuesday March 6, 10:49 am ET By Vinnee Tong, AP Business Writer Topps Agrees to $385.4M Takeover Led by Ex-Disney Boss Eisner, but Board Member Vows Fight NEW YORK (AP) -- The Topps Co., maker of baseball cards and Bazooka bubble gum, said Tuesday it accepted a $385.4 million takeover offer from a buyout group that includes former Disney CEO Michael Eisner, but the deal drew immediate opposition from Topps director Arnaud Ajdler, along with the investment firm Crescendo Partners II, launched a campaign to kill the deal. Crescendo owns about 6.6 percent of the company's shares, according to filings with the Securities and Exchange Commission. Ajdler is also a managing partner of Crescendo. Ajdler said Tuesday he had not yet been in touch with other major shareholders but he thought the deal should be abandoned because negotiations did not go through a proper process and that the Eisner-led offer undervalues the company. "I believe that the process that led to the signing of the merger agreement was flawed in that the board of directors did not shop the company and thus failed to maximize the competitive dynamics of a sale transaction that would have garnered the highest price available," Ajdler wrote in a letter sent to board members on Tuesday. Ajdler voted against the deal, but the Topps board approved it. The buyout group, which includes The Tornante Co. LLC, founded by Eisner, and the Chicago-based private equity firm Madison Dearborn Partners LLC, has agreed to pay $9.75 for each Topps shares, which represents a premium of 9.4 percent over the stock's Monday closing pricing of $8.91 on the Nasdaq Stock Exchange. In a sign that some investors think the bidding could go higher, Topps shares rose 90 cents, or 10 percent, to $9.81 on morning trading on the New York Stock Exchange. Its shares have traded between $7.50 and $10 over the past 52 weeks. The company said in its announcement that it will solicit better offers over the next 40 days. The deal requires regulatory approval and a vote by Topps shareholders, but the company said it could close by the third quarter. Eisner was CEO of The Walt Disney Co. for two decades until he stepped down in 2005. Disney owns theme parks, movie studios and the ABC, ESPN and Disney TV networks. Topps, founded in 1938, makes trading cards featuring athletes of Major League Baseball, the NFL and NBA. In addition to Bazooka bubble gum, it owns the Ring Pop and Push Pop brands. biz.yahoo.com

To: richardred who wrote (1218)	7/1/2007 1:20:26 PM
From: richardred	Read Replies (1) \| Respond to of 7242

Topps Board of Directors to Review Upper Deck Tender Offer and Provide Recommendation Tuesday June 26, 5:30 pm ET Company Advises Stockholders to Withhold Action at This Time Pending Board Review NEW YORK, June 26 /PRNewswire-FirstCall/ -- The Topps Company, Inc. (Nasdaq: TOPP - News) today confirmed that The Upper Deck Company's direct wholly- owned subsidiary, UD Company, Inc. launched a tender offer to purchase all of the outstanding shares of Topps outstanding stock for $10.75 per share in cash. At this juncture, the Topps Board of Directors has not made any determination with respect to the Upper Deck tender offer, nor has it changed or amended its recommendation with respect to The Tornante Company LLC and Madison Dearborn Partners, LLC offer. On March 5, 2007, Topps entered into a definitive agreement to be acquired by The Tornante Company LLC and Madison Dearborn Partners, LLC for $9.75 per share in cash. Topps' Board of Directors, consistent with its fiduciary duties, and in consultation with its financial and legal advisors, will carefully review and consider Upper Deck's tender offer and will advise Topps stockholders of the Board's position and reasoning by July 9 (the tenth business day from commencement of the offer as required by the tender offer rules). Accordingly, Topps urges its stockholders to defer making a determination whether to accept or reject Upper Deck's tender offer until they have been advised of the position of Topps' Board of Directors. About The Topps Company, Inc. Founded in 1938, Topps is a leading creator and marketer of sports and related cards, entertainment products, and distinctive confectionery. Topps entertainment products include Major League Baseball, NFL, NBA and other trading cards, sticker album collections, and collectible games. The Company's confectionery brands include "Bazooka" bubble gum, "Ring Pop," "Push Pop," "Baby Bottle Pop" and "Juicy Drop Pop" lollipops. For additional information, visit www.topps.com. Forward Looking Statements This release contains forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although Topps believes the expectations contained in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. This information may involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, factors detailed in Topps' Securities and Exchange Commission filings available at sec.gov, the SEC's Web site. Free copies of Topps' SEC filings are also available on Topps' Web site at www.Topps.com or by contacting the company's proxy solicitor, Mackenzie Partners, Inc. at topps@mackenziepartners.com. CONTACTS Investors: Betsy Brod / Lynn Morgen MBS Value Partners, LLC 212-750-5800 Dan Burch / Dan Sullivan Mackenzie Partners, Inc. 212-929-5940 / 1-800-322-2885 Media: Joele Frank / Sharon Stern Joele Frank, Wilkinson Brimmer Katcher 212-355-4449 Source: The Topps Company, Inc. biz.yahoo.com