The Topps Company, Inc. Receives Unsolicited Indication of Interest from Upper Deck

    NEW YORK, May 24 /PRNewswire-FirstCall/ -- The Topps Company, Inc.
 ( 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
 of interest.
     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
 Upper Deck.
     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
 merger agreement.
     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.
     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.
     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.