Crescendo Partners Elects Appraisal Rights in Connection With $9.75 Merger Agreement

Critical of Delay Tactics Used by Executive Committee of the Topps Board in

Narrowly Obtaining Required Vote to Approve the Proposed $9.75 Merger

    NEW YORK, Sept. 19 /PRNewswire/ -- Crescendo Partners II, L.P., Series
 Y and Crescendo Partners III, L.P. announced today that it has elected to
 assert appraisal rights with respect to the shares it owns of The Topps
 Company, Inc. ( TOPP) in connection with the merger agreement
 between Topps and entities owned by Michael D. Eisner and Madison Dearborn
 Partners, LLC.
     Crescendo Partners also announced today its extreme displeasure with
 the tactics employed by the Executive Committee of the Topps Board in order
 to just barely obtain the vote required to approve the proposed $9.75
 merger, including (i) postponing the special meeting twice for no reason
 other than that Topps lacked the number of votes required to approve the
 deal, (ii) disseminating materially misleading proxy materials to the
 Company's shareholders, (iii) running a flawed sale process and (iv)
 excluding Arnaud Ajdler, Timothy Brog and John Jones from the process and
 preventing them from carrying out their respective duties as directors.
     Crescendo Partners also expressed its disappointment that Mr. Eisner
 and Madison Dearborn now stand to usurp the underlying intrinsic value of
 the Company from its shareholders and reap the benefits of acquiring the
 Company while it is at a potential bottom and in the middle of a
 restructuring process that was beginning to bear fruit. Crescendo Partners
 believes that if the Company had spent the same amount of time and money on
 improving the operating performance of the Company as it did on campaigning
 and soliciting for this ill-advised deal, then the Company would have been
 able to unlock substantially more value for its shareholders.
     Contact info:  Eric Rosenfeld or Arnaud Ajdler of Crescendo Partners at
                    (212) 319-7676
 
 

SOURCE Crescendo Partners II, L.P.