NEW YORK, May 31, 2007 -- The Topps Company, Inc. (Nasdaq: TOPP) announced today that it has sent a letter in response to dissident director Arnaud Ajdler's letter dated today, May 31, 2007. The full text of the letter follows:
May 31, 2007
Mr. Arnaud Ajdler
Crescendo Partners
10 East 53rd Street
35th Floor
New York, New York 10022
Dear Arnaud:
We find your May 31, 2007 letter to be unproductive, self-serving and contrary to maximizing stockholder value. Your intent appears clear -- you want to kill the Tornante and Madison Dearborn deal and take over Topps without paying stockholders for their shares. Moreover, you and your dissident colleagues are the only directors with a real conflict of interest on the Topps Board.
As even you would acknowledge, Upper Deck is a significant competitor of Topps and could benefit from obtaining highly sensitive information about Topps or derailing a transaction involving Topps. Prudence dictates that the Board approach any Upper Deck discussion carefully and thoughtfully. Having said that, the Board takes its responsibility to maximize stockholder value seriously.
During the Company's "go shop" period, Topps received an indication of interest from Upper Deck of $10.75 per share. At the end of the "go shop" period, however, because Upper Deck failed to provide any evidence of financing and recognizing that the proposal still had other significant issues, the Topps Board determined to discontinue discussions at that time. Six weeks later, on May 21, 2007, Topps received a renewed, unsolicited indication of interest from Upper Deck to acquire Topps at $10.75 per share which was this time accompanied by a conditional "highly confident" letter from a commercial bank. Promptly thereafter, Topps asked for and received a waiver from Tornante and Madison Dearborn to again engage in discussions and negotiations with Upper Deck.
Since then we have been diligently working to determine whether Upper Deck can appropriately address the antitrust, financial and other legal impediments to completing a transaction with Topps. You on the other hand have, without any factual basis whatsoever, criticized those efforts without ever indicating whether the $10.75 offer would even be acceptable or how you would deal with the significant issues with Upper Deck's proposal. At the very least, we believe stockholders are entitled to know under what conditions, if any, you would accept the offer from Upper Deck.
Finally, it is unfortunate that you continue to make accusations and implied innuendo that are totally untrue. As an example of your duplicity, as members of the ad hoc committee of the Topps Board, you and one of your fellow dissident directors each approved the retention of Willkie Farr & Gallagher to render independent judgment in connection with transaction negotiations. Why then would you now question their independence but for promoting your own agenda?
We will continue to act in the best interest of all stockholders and remain focused on maximizing stockholder value.
Sincerely,
/s/ Arthur T. Shorin
Chairman and Chief Executive Officer
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.