NEW YORK, March 6 /PRNewswire-FirstCall/ -- The Topps Company, Inc.
(Nasdaq: 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
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
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
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.
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.