The Topps Company, Inc. to Be Acquired by the Tornante Company and Madison Dearborn Partners

    NEW YORK, March 6 /PRNewswire-FirstCall/ -- The Topps Company, Inc.
 ( TOPP) announced today that it has entered into a definitive
 agreement to be acquired by Michael Eisner's The Tornante Company LLC and
 Madison Dearborn Partners, LLC, a leading private equity firm. Under the
 terms of the agreement, Topps stockholders will receive $9.75 per share in
 cash, for a total transaction value of approximately $385.4 million. The
 Board of Directors of Topps has approved the merger agreement and has
 resolved to recommend that Topps stockholders adopt the agreement.
     "After careful and thorough consideration, our board of directors
 determined that this transaction is in the best interests of Topps
 stockholders at this time," said Arthur T. Shorin, Chairman and Chief
 Executive Officer of Topps. "This will be a change in ownership, not a
 change in direction. We look forward to working with an experienced group
 of investors who understand the creative aspects of our business and are
 committed to our continued growth."
     Scott A. Silverstein, President and Chief Operating Officer of Topps,
 said, "While there is still much work to be done, we are proud of the
 achievements of our dedicated and talented employees whose efforts over the
 past few years have made this transaction possible. We have realized
 dramatic changes in our business and have taken numerous actions to
 implement our strategic plan. We look forward to working with our new
 owners to address the challenges that lie ahead, as we continue to grow the
 business."
     Speaking on behalf of the investors, Eisner noted, "Topps is a
 wonderful company with a powerful brand portfolio and a rich history.
 Topps' management team and employees are the best in the business, and we
 look forward to working with all of them to grow the company in new and
 exciting ways."
     The transaction, which is not contingent upon financing, is subject to
 the approval of Topps stockholders, regulatory approvals and other
 customary closing conditions, and is expected to close in the calendar
 third quarter. In connection with the merger, directors constituting a
 majority of the Board of Directors of Topps, including the Company's
 Chairman and CEO, have entered into individual agreements with Tornante and
 Madison Dearborn Partners pursuant to which they have each agreed to vote
 their respective shares of Topps in favor of the merger. Under the terms of
 the merger agreement, Topps intends to solicit superior proposals from
 third parties during the next 40 days. There can be no assurances that the
 solicitation of proposals will result in an alternative transaction. Topps
 does not intend to disclose developments with respect to this solicitation
 process until it is completed.
     Lehman Brothers Inc. served as sole financial advisor to Topps and
 Willkie Farr & Gallagher LLP served as legal advisor. Deutsche Bank served
 as financial advisor to Madison Dearborn Partners and The Tornante Company.
 Paul, Hastings, Janofsky & Walker LLP served as legal advisor to Madison
 Dearborn Partners. Munger, Tolles & Olson LLP served as legal advisor to
 The Tornante Company.
     About The Tornante Company
     Founded in 2005 by Michael Eisner, The Tornante Company is a privately
 held company that makes investments in and incubates companies and
 opportunities in the media and entertainment space. For more information,
 please visit www.tornante.com .
     About Madison Dearborn Partners, LLC
     Madison Dearborn Partners, based in Chicago, is one of the most
 experienced and successful private equity investment firms in the United
 States. MDP has more than $14 billion of equity capital under management
 and makes new investments through its most recent fund, Madison Dearborn
 Capital Partners V, a $6.5 billion investment fund raised in 2006. MDP
 focuses on private equity investments across a broad spectrum of
 industries, including basic industries, communications, consumer, financial
 services, and health care. For more information, please visit the MDP
 website at www.mdcp.com .
     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 .
     Additional Information About the Merger and Where to Find It
     In connection with the proposed merger, The Topps Company, Inc. will
 file a proxy statement and other materials with the SEC. WE URGE INVESTORS
 TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY
 BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
 TOPPS AND THE PROPOSED MERGER. Investors will be able to obtain free copies
 of the proxy statement and white proxy card (when available) as well as
 other filed documents containing information about Topps at
 http://www.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 .
     Participants in the Solicitation
     Topps and its executive officers and directors may be deemed, under SEC
 rules, to be participants in the solicitation of proxies from Topps
 stockholders with respect to the proposed merger. Information regarding the
 officers and directors of Topps is included in its definitive proxy
 statement for its 2006 annual meeting filed with the SEC on August 25,
 2006. More detailed information regarding the identity of potential
 participants, and their direct or indirect interests, by securities,
 holdings or otherwise, will be set forth in the proxy statement and other
 materials to be filed with the SEC in connection with the proposed merger.
     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.