Topps' board advises stockholders not to tender shares in Upper Deck offer

By Lisa Kerner

Charlotte, N.C., July 9 - Topps Co., Inc.'s board of directors unanimously recommended its stockholders not tender their shares in the pending offer by the Upper Deck Co., according to a company news release. However, Topps said it plans to continue discussions with Upper Deck regarding a consensual transaction that is superior to the pending transaction with the Tornante Co. LLC and Madison Dearborn Partners, LLC.

On June 25, Upper Deck's wholly owned subsidiary, UD Co., Inc., began a tender offer to purchase all of the outstanding shares of Topps stock for $10.75 per share in cash. The terms of the tender offer are "substantially similar" to the acquisition proposals submitted by Upper Deck on April 12 and May 21.

Topps said it has concerns about the Upper Deck deal that include the company's ability to obtain required antitrust regulatory approvals and the highly conditional offer itself.

Currently, the Topps board is recommending shareholders vote for the March 5, $9.75 per share Tornante/Madison Dearborn transaction.

New York-based Topps creates and markets sports and related cards, entertainment products and confectionery. Upper Deck is a sports and entertainment publishing company based in Carlsbad, Calif.

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