NEW YORK, Aug 27, 2007 -- The Topps Company, Inc. (Nasdaq:TOPP) announced today that the special meeting of Topps' stockholders to consider and vote on the proposed merger agreement with affiliates of The Tornante Company LLC and Madison Dearborn Partners, LLC has been rescheduled for Wednesday, September 19, 2007 at 11:00 a.m., local time, at Topps' executive offices located at One Whitehall Street, New York, NY 10004. The August 10, 2007 record date for stockholders entitled to vote at the special meeting has not been changed.
After careful consideration, the Executive Committee of the Topps Board of Directors has decided to reschedule the special meeting to vote on the Tornante-MDP merger so that all Topps stockholders can evaluate recent developments when deciding how to vote their shares. In particular, the Executive Committee believes that stockholders should have the opportunity to consider the fact that Upper Deck has very recently withdrawn its tender offer and ceased negotiating with Topps to reach a consensual agreement, and that no other bidder has emerged to acquire Topps. In addition, as a result of the developments with Upper Deck, Topps would like additional time to communicate with investors about the proposed $9.75 all cash merger with Tornante-MDP, which the Executive Committee believes would provide stockholders with full and fair value for their shares. Finally, given the recent turmoil in the credit markets and the impact that this turmoil may have on alternatives to the merger (including alternatives proposed by Crescendo Partners), Topps believes stockholders should be provided with additional time to consider whether to vote in favor the transaction.
The Executive Committee continues to believe that the $9.75 all cash merger transaction with Tornante-MDP is in the best interest of Topps stockholders. Although most of the shares have not yet been voted, with only four business days remaining, based on the advice of Topps' proxy solicitor and discussions with certain investors, the Executive Committee believes that if the meeting were to be held as scheduled on August 30, the Tornante-MDP merger would likely not receive the support of the holders of the majority of the outstanding Topps shares needed to approve the transaction. If stockholders vote against the proposed transaction, the Executive Committee believes that Tornante-MDP would terminate the merger agreement. The Executive Committee believes that such a result would be financially harmful to Topps stockholders, and, therefore, wants to provide them with more time to consider the implications of their vote.
Allan Feder, Lead Director of Topps' Board, stated: "Unfortunately, as a result of the $10.75 bid by Upper Deck, many Topps stockholders expected to receive something higher than $9.75 for their shares, and our stock price reflected this expectation for several months. Now that Upper Deck's illusory offer has been withdrawn, stockholders need to consider whether $9.75 is the best alternative available. The Executive Committee believes it is in the best interest of our stockholders to reschedule the meeting to further communicate our views without the distraction of proposals from Upper Deck."
As previously noted, the Tornante-MDP transaction has obtained all required domestic and foreign antitrust regulatory approvals relating to its acquisition of Topps.
Topps also announced that in the event stockholders vote against the Tornante-MDP merger, Topps will promptly thereafter file proxy materials for its annual meeting and the Topps Board will set a meeting and record date for the annual meeting of stockholders.
Lehman Brothers Inc. is serving as sole financial advisor to Topps and Willkie Farr & Gallagher LLP is serving as legal advisor.
About Topps
Founded in 1938, Topps is a leading creator and marketer of distinctive confectionery and entertainment products. The Company's confectionery brands include "Ring Pop," "Push Pop," "Baby Bottle Pop" and "Juicy Drop Pop" lollipops as well as "Bazooka" bubble gum. Topps entertainment products include trading cards, sticker album collections and collectible games. For additional information, visit www.topps.com.
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 www.Topps.com or by contacting the company's proxy solicitor, Mackenzie Partners, Inc. at topps@mackenziepartners.com.