NEW YORK, Aug. 20 -- The Topps Company, Inc. today issued the following statement in response to the recommendation by Institutional Shareholder Services (ISS) regarding the pending merger agreement with The Tornante Company LLC and Madison Dearborn Partners, LLC ("Tornante -- MDP transaction"):
We strongly believe that ISS missed the mark with its recommendation to
Topps stockholders by focusing on the Upper Deck tender offer, which is
conditioned upon, among other things, reaching a consensual transaction
with Topps. We continue to negotiate with Upper Deck, however, in spite
of the Board's best efforts, Topps and Upper Deck have not yet reached a
consensual transaction and there can be no assurances that one will be
reached.
The Tornante -- MDP transaction, which is the only binding offer received
to date, delivers enhanced value to all Topps stockholders. Stockholders
should not gamble with their investment in Topps and risk losing the
certainty of enhanced value today.
As noted in the Delaware Chancery Court's June 14, 2007 Opinion, your Board pursued a thorough process to secure the $9.75 per share in cash offer for all stockholders with the Tornante -- MDP transaction: "Most important, I do not believe that the substantive terms of the Merger Agreement [with Tornante -- MDP] suggest an unreasonable approach to value maximization. The Topps board did not accept Eisner's $9.24 bid. They got him up to $9.75 per share -- not their desired goal but a respectable price, especially given Topps's actual earnings history and the precarious nature of its business."*
The Special Meeting of Topps stockholders to consider and vote upon the proposed merger has been scheduled for Thursday, August 30, 2007, at 2:00 PM local time, at the Company's offices at One Whitehall Street, New York, New York. Topps stockholders of record as of the close of business on August 10, 2007 will be entitled to vote at the special meeting.
The Tornante -- MDP transaction requires the affirmative vote of a majority of the shares of Topps outstanding common stock. Topps' stockholders are reminded that their vote is extremely important, no matter how many or how few shares they own. Stockholders are urged to sign, date and return the Company's WHITE proxy card to vote FOR the merger. If shares are held with a broker, stockholders may be able to vote their shares by telephone or by the Internet. If this option is available, stockholders may simply follow the instructions on the Company's "WHITE" proxy card to assure a vote for Topps' directors and the governance proposals. Stockholders are advised that if they have any questions or need any assistance in voting their shares, they should contact Topps' proxy solicitor, Mackenzie Partners, Inc., toll-free, at 1-800-322-2885.
* Permission to use quotation neither sought nor obtained.
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 http://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 available at http://www.sec.gov, the SEC's Web site. Free copies of Topps' SEC filings are also available on Topps' Web site at http://www.Topps.com or by contacting the company's proxy solicitor, Mackenzie Partners, Inc. at topps@mackenziepartners.com.