Ajdler says Topps erred in claims made as part of additional disclosure filing

By Lisa Kerner

Charlotte, N.C., Aug. 23 - Topps Co., Inc. investor and board member Arnaud Ajdler sought to set the record straight regarding recent actions by the company's board of directors.

Ajdler's Aug. 23 letter to fellow Topps' board members was included in a schedule DEFAN 14 filing with the Securities and Exchange Commission.

Ajdler took exception to certain points made in the additional disclosure filed by Topps with the SEC.

According to Ajdler's letter, the disclosure failed to state the fact that all four members of the ad hoc committee, including Ajdler, committee chair Steve Greenberg and lead director Allan Feder, had concerns with Lehman Brothers' performance in connection with the sale of the company.

Ajdler said that despite its claims, the ad hoc committee did not interview Goldman Sachs, Morgan Stanley, Houlihan Lokey and Greenhill for possible retention by the second committee as its financial advisor as stated. The banks were interviewed as replacements for Lehman Brothers, Ajdler stated.

"I wish that over the last few months you had put as much effort in trying to maximize stockholder value as you have in trying to craft selective disclosure," Ajdler said in his letter.

"Selective and misleading disclosures will not change the fact that the existing $9.75 merger is not in the best interest of the company's stockholders since the consideration is wholly inadequate and it does not provide full and fair value to the company's stockholders."

Ajdler is also a member of the Committee to Enhance Topps, which in an Aug. 22 open letter to fellow stockholders, asked the majority of the Topps' board members to resign immediately and urged Topps' shareholders to reject the merger deal with the investment group.

The committee suggested stockholders use the gold proxy card to vote against the proposed merger of the company with a buyout group that includes Madison Dearborn Partners, LLC and the Tornante Co. LLC, an investment firm controlled by Michael Eisner.

The Committee to Enhance Topps said "the company's stockholders deserve an independent, non-conflicted board that will truly look out for stockholders' best interests" and therefore, has put together its own slate of nominees for election to the board on Aug. 30.

Committee nominees, if elected, plan to conduct a modified Dutch auction tender offer to buy back $110 million of shares between $10.00 to $10.50 per share, or some 28% of Topps' shares outstanding.

As previously reported, Topps' board recommended shareholders vote for the March 5, $9.75-per-share offer by Tornante and Madison Dearborn.

New York-based Topps creates and markets sports and related cards, entertainment products and confectionery.

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