Arnaud Ajdler Delivers Letter to the Topps Board of Directors Expresses Significant Concerns With Ability of Executive Committee to

Negotiate in Good Faith With The Upper Deck Company



    NEW YORK, May 31 /PRNewswire/ -- The Committee to Enhance Topps
 announced today that Arnaud Ajdler has delivered a letter to the Board of
 Directors of The Topps Company, Inc. (Nasdaq:   TOPP) in which Mr. Ajdler
 expresses significant concerns he has with the manner in which the current
 negotiations with The Upper Deck Company are being conducted, including the
 ability of the so-called "Executive Committee" of the Topps Board to
 conduct good-faith negotiations with Upper Deck in light of certain of the
 Executive Committee members' conflicts of interest.
     The full text of the letter follows:
 
     May 31, 2007
 
     BY EMAIL AND FACSIMILE
 
     Board of Directors of The Topps Company, Inc.
 
     c/o Mr. Steven Gartner
 
     Willkie Farr & Gallagher LLP
 
     787 Seventh Avenue
 
     New York, New York 10019
 
 
     Dear Fellow Members of the Board:
     As you know, I have very significant concerns about the process that
 led to the signing of the merger agreement with entities affiliated with
 Michael Eisner and Madison Dearborn Partners, LLC. These concerns now
 extend to the manner in which the current negotiations with The Upper Deck
 Company are being conducted. Since you have effectively removed three
 directors of the Company, Timothy Brog, John Jones and me, from the sale
 process and in so doing have transferred virtually all of the Board's
 duties to the so-called "Executive Committee" of the Board, the negotiation
 with Upper Deck is now being overseen by a group of directors who, in my
 opinion, have significant conflicts of interest. This Executive Committee
 is de facto running the Company, has supervised the go-shop process and is
 now handling the Upper Deck negotiations. This is particularly troublesome
 since such negotiations could lead to a transaction that provides greater
 value to the Company's stockholders.
     Certain of the Executive Committee members' conflicts of interest that
 I believe are problematic include:
     -- Arthur Shorin, in my opinion, does not want to see the company
        that was started by his father and uncles fall into the hands of
        long-time rival, Upper Deck, since a transaction with Upper Deck would
        end the family connection with Topps and in all likelihood would
        prevent Scott Silverstein, Mr. Shorin's son-in-law, from becoming the
        next CEO of Topps (with the obvious financial implications that this
        implies).
     -- Allan Feder is a former employee of Topps and a long-time
        family friend of Mr. Shorin. Mr. Feder has very limited deal experience
        (which did not seem to prevent the Board from selecting him as the lead
        negotiator on the Eisner deal) and has told me in the past that he does
        not believe that a deal with Upper Deck is possible.
     -- Jack Nusbaum is a long-time friend of Arthur Shorin and serves
        as Chairman of Willkie Farr & Gallagher LLP, which in turn serves as
        Topps' outside law firm.  Willkie Farr advised the Topps Board with
        respect to the merger agreement with Michael Eisner and Madison
        Dearborn and is currently providing advice to the Executive Committee
        with regard to Upper Deck's offer.  In light of these relationships, I
        do not understand how either Mr. Nusbaum or Willkie Farr can be
        expected to render independent judgment in connection with the Upper
        Deck negotiations.
     I was also deeply troubled to learn that the Executive Committee met
 with the Company's advisors just before Topps' most recent Board meeting on
 May 23 held to discuss the Upper Deck situation. Why did the Executive
 Committee members need to hold a meeting right before the meeting of the
 full Board? I suspect that the purpose of the meeting was to ensure that
 the members of the Executive Committee are on the same page and vote
 accordingly. What is the point of calling a Board meeting if the decisions
 have already been made by the five members of the Executive Committee? The
 actions of the Executive Committee continue to violate the most basic
 principles of corporate governance.
     Finally, in the merger proxy statement, letters to stockholders and
 statements to the press, the Company continues to mislead stockholders and
 allege that a thorough and multi-year evaluation of the Company's strategic
 alternatives was conducted and that no better offers emerged. Yet you never
 once contacted Upper Deck to see if there was any interest in combining the
 two companies to maximize stockholder value, despite your knowledge that
 there was interest on Upper Deck's part. How is this consistent with your
 public comments and disclosure of a thorough and multi-year process? Now,
 if a transaction with Upper Deck is reached, a break up fee and expenses of
 $16.5 million, equal to approximately 5.6% of the transaction value, will
 have to be paid. This represents slightly more than 40 cents per share that
 could have been paid to stockholders instead of to Mr. Eisner.
     As I have been telling you for many months, it is time for Topps to be
 run for the benefit of its public stockholders instead of being run like a
 private club.
     Regards,
 
     /s/ Arnaud Ajdler
 
     CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
     The Committee to Enhance Topps (the "Committee"), together with the
 other participants named below, has made a definitive filing with the
 Securities and Exchange Commission ("SEC") of a proxy statement and an
 accompanying proxy card to be used to solicit votes in connection with the
 solicitation of proxies against a proposed merger between The Topps
 Company, Inc. (the "Company") and a buyout group that includes Madison
 Dearborn Partners, LLC, and an investment firm controlled by Michael
 Eisner, which will be voted on at a meeting of the Company's stockholders
 (the "Merger Proxy Solicitation").
     Crescendo Advisors ("Crescendo Advisors"), together with the other
 participants named below, intends to make a preliminary filing with the
 Securities and Exchange Commission ("SEC") of a proxy statement and an
 accompanying proxy card to be used to solicit votes for the election of its
 nominees at the 2007 annual meeting of stockholders of Topps (the "Annual
 Meeting Proxy Solicitation").
     THE COMMITTEE AND CRESCENDO ADVISORS ADVISE ALL STOCKHOLDERS OF THE
 COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS IN CONNECTION
 WITH EACH OF THE MERGER PROXY SOLICITATION AND THE ANNUAL MEETING PROXY
 SOLICITATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
 INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE
 SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE
 PROXY SOLICITATIONS WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT
 CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE
 PARTICIPANTS' PROXY SOLICITOR, D.F. KING & CO., INC. AT ITS TOLL-FREE
 NUMBER: (800) 628-8532.
     The participants in the Merger Proxy Solicitation are Crescendo
 Advisors LLC, a Delaware limited liability company ("Crescendo Advisors"),
 Crescendo Partners II, L.P., Series Y, a Delaware limited partnership
 ("Crescendo Partners"), Crescendo Investments II, LLC, a Delaware limited
 liability company ("Crescendo Investments"), Eric Rosenfeld, Arnaud Ajdler
 and The Committee to Enhance Topps (the "Merger Proxy Solicitation
 Participants").
     The participants in the Annual Meeting Proxy Solicitation include the
 Merger Proxy Solicitation Participants, together with Timothy E. Brog, John
 J. Jones, Michael Appel, Jeffrey D. Dunn, Charles C. Huggins, Thomas E.
 Hyland, Thomas B. McGrath and Michael R. Rowe (the "Annual Meeting Proxy
 Solicitation Participants"). Together, the Merger Proxy Solicitation
 Participants and the Annual Meeting Proxy Solicitation Participants are
 referred to herein as the "Participants."
     Crescendo Advisors beneficially owns 100 shares of common stock of the
 Company. Crescendo Partners beneficially owns 2,547,700 shares of common
 stock of the Company. As the general partner of Crescendo Partners,
 Crescendo Investments may be deemed to beneficially own the 2,547,700
 shares of the Company beneficially owned by Crescendo Partners. Eric
 Rosenfeld may be deemed to beneficially own 2,547,900 shares of the
 Company, consisting of 100 shares held by Eric Rosenfeld and Lisa Rosenfeld
 JTWROS, 2,547,700 shares Mr. Rosenfeld may be deemed to beneficially own by
 virtue of his position as managing member of Crescendo Investments and 100
 shares Mr. Rosenfeld may be deemed to beneficially own by virtue of his
 position as managing member of Crescendo Advisors. Mr. Ajdler beneficially
 owns 2,301 shares of the Company.
     Timothy E. Brog beneficially owns 437,567 shares of common stock of the
 Company, John J. Jones owns 2,301 shares of common stock of the Company,
 and none of Michael Appel, Jeffrey D. Dunn, Charles C. Huggins, Thomas E.
 Hyland, Thomas B. McGrath and Michael R. Rowe beneficially own any shares
 of common stock of the Company.
     For Additional Information Please Contact:
     D.F. King & Co., Inc.
     (800) 628-8532
 
 

SOURCE Crescendo Advisors

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