topps upper deck ?

TonyC

Topps Gets Unsolicited $10.75/Shr Offer From Upper Deck >TOPP
Dow Jones Newswires - May 24, 2007 9:52 AM ET


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DOW JONES NEWSWIRES

Topps Co. (TOPP) said Thursday it received an unsolicited buyout offer of $10.75 a share offer from Upper Deck Co.

Topps, a New York maker of collectible trading cards which has an existing merger agreement with Tornante Co. LLC and Madison Dearborn Partners LLC, said its board didn't pursue a similar indication of interest earlier from Upper Deck for a variety of reasons, including concerns over potential financing.

Topps said there are material outstanding issues associated with Upper Deck's latest offer, including: financing commitments, a due-diligence review and what the company referred to as Upper Deck's "continued unwillingness to sufficiently assume the risk associated with a failure to obtain the requisite antitrust approval," among other concerns.

Topps said it received a waiver from Tornante and Madison Dearborn and plans to engage in discussions and negotiations with Upper Deck, but cautioned there was no assurance that a superior deal would be reached.

In March, Topps signed a definitive agreement to be acquired by Tornante and Madison Dearborn for $9.75 a share.

Topps shares closed Wednesday at $9.78, down 2 cents, or 0.2%, in Nasdaq composite trading. The shares haven't traded yet Thursday.

Stingray

I thought Topps was just bought out by Michael Eisner's group??

DerekD

Link to story on ESPN


Upper Deck, Eisner group both seeking to buy Topps

AlanAllen

That would be very bad for the hobby, imho.

Joe

1989FleerBillRipkencollector

Here's the official news release from Topps:

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 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.

digicat

Heh, maybe they'll make a new brand of cards... "Top Deck" or something like that.

larryallen73

That would be very bad for the hobby, imho.

I don't know, I sort of enjoyed card collecting before 1981. Different but I much preferred the one company days!

Lothar52

heritage might actually be better...UD has all the signing writes of many HOF'ers topps cant have sign real ones

digicat

<< <i>I don't know, I sort of enjoyed card collecting before 1981. Different but I much preferred the one company days! >>



I don't think those days are really coming back. I mean, You still have:

Topps
Bowman
Upper Deck
Fleer


Maybe Donruss will get their MLB license back if this deal goes through.

Bigslick

I'm in the investment business. I've got a call in to my MER Leisure guy in NY. Let you guys know what I find out. I do check the stock everyday for some reason. It was up in a down market today. If it mattered I do think the Feds would get involved. On second thought MLB downsized the industry them self.

I think it closed at about $10.50 today.

metalmike

Maybe if topps becomes part of upper deck that would open a door for the return of Donuss!

jmbkb4

<< <i>That would be very bad for the hobby, imho.

Joe >>



agreed.