NEW YORK, May 24 /PRNewswire-FirstCall/ -- The Topps Company, Inc.
(Nasdaq: TOPP) announced today that it has received an unsolicited
indication of interest from The Upper Deck Company to acquire Topps for a
price of $10.75 per share. Topps had previously received an indication of
interest for the same amount from Upper Deck as part of the Company's "go
shop" process under its existing merger agreement with The Tornante Company
LLC and Madison Dearborn Partners, LLC. The previous indication of interest
was not pursued by the Topps Board of Directors for a substantial number of
reasons, including the absence of any information as to whether Upper Deck
would be capable of financing its proposed acquisition, the risk that the
transaction would not be consummated due to the failure to obtain the
necessary regulatory approvals, Upper Deck's unwillingness to assume
sufficient risk as to the occurrence of such a failure, Upper Deck's
insistence on limiting its liability in the event of its breach of a
definitive agreement and certain other issues identified in its indication
The Company's Board of Directors noted that there are material
outstanding issues associated with Upper Deck's latest indication of
interest, including, but not limited to, the availability of committed
financing for the transaction, the completion of a due diligence review of
the Company by Upper Deck, Upper Deck's continued unwillingness to
sufficiently assume the risk associated with a failure to obtain the
requisite antitrust approval and Upper Deck's continued insistence on
limiting its liability under any definitive agreement. Upper Deck's present
indication of interest was accompanied by a highly conditional "highly
confident" letter from a commercial bank. Included among the conditions to
the highly confident letter (which was not a commitment to provide
financing) were the completion of the lender's due diligence review of both
Upper Deck and Topps, internal bank approvals, the absence of any material
adverse change to the business or prospects of Upper Deck or Topps, the
receipt of all third party consents, the absence of certain pending
litigation and the receipt of certain solvency and other opinions. Many of
these conditions are absent from the Tornante-Madison Dearborn transaction.
There can be no assurance that a superior transaction will be reached with
The Tornante Company LLC and Madison Dearborn have granted the Company
a waiver under the existing merger agreement to permit the Company and its
representatives to engage in discussions and negotiations with Upper Deck,
which the Company intends to do. At this juncture, the Topps Board of
Directors has not made any determination as to whether Upper Deck's current
indication of interest either constitutes a superior proposal (within the
meaning of the existing merger agreement) or may reasonably be expected to
result in a superior proposal.
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. Under the terms of the merger agreement, Topps
solicited superior proposals from third parties during the subsequent 40
days, which expired on Saturday, April 14, 2007. The Topps Board has not
withdrawn, qualified, modified, changed or amended its recommendation with
respect to The Tornante Company LLC and Madison Dearborn Partners, LLC
Lehman Brothers Inc. is serving as sole financial advisor to Topps and
Willkie Farr & Gallagher LLP is serving as legal advisor.
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
products. 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.
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.
Betsy Brod / Lynn Morgen
MBS Value Partners, LLC
Dan Burch / Dan Sullivan
MacKenzie Partners, Inc.
212-929-5940 / 1-800-322-2885
Joele Frank / Sharon Stern
Joele Frank, Wilkinson Brimmer Katcher
SOURCE The Topps Company, Inc.