Topps Directors Call Balk on Upper Deck's Takeover Pitch

Ysponder

Topps Directors Call Balk on Upper Deck's Takeover Pitch
Jul 10 2007 4:00PM

http://www.beckett.com/estore/news/?A=8467

The Topps Company announced Monday in a press release posted on the company's website that its Board of Directors has determined that the pending $427 million cash offer from Upper Deck, "was not in the best interest of Topps stockholders and unanimously recommends that stockholders reject the offer and not tender their shares."

For collectors and dealers who are against the merger, the news of the Board's recommendation brings a temporary sigh of relief.

"Topps did the right thing," says Jim Milholland of Nick's Baseball Cards in Dallas. "Competition is always a good thing. A single company should never be allowed to control the entire baseball card market because a monopoly never benefits anyone."

Adds collector and Topps shareholder Tom Devlin of Poulsbo, Wash.: "I applaud the Topps board for recommending that shareholders reject Upper Deck's offer. This bodes well that collectors will continue to have choices as to where they spend their collecting dollar."

Topps noted in its release that the terms of the Upper Deck tender offer were substantially similar to the acquisition proposals submitted by Upper Deck to Topps on April 12 and May 21. Topps' management then went on to outline the determining factors and judgments that allowed the Board to reach its final decision.

Antitrust regulatory risk "The Topps Board has concerns about the ability of an acquisition of Topps by Upper Deck to receive the required antitrust regulatory approvals under the HSR Act without being substantially delayed."
Highly conditional offer "Upper Deck is not required to complete the tender offer, and although the offer is not subject to a financing condition, it is subject to a number of other conditions, many of which are absent from the pending merger agreement with Tornante and Madison Dearborn, as well as from the consensual acquisition proposals previously submitted to Topps by Upper Deck."
Financing "Certain economic and geopolitical events have the effect of indirectly shifting the risk of Upper Deck failing to obtain the financing necessary to consummate the offer to Topps stockholders, even though the offer is not subject to a financing condition."
Penalty Fees "Termination of the Tornante-Madison Dearborn merger agreement would effectively require Topps to pay a $12 million breakup fee and up to $4.5 million in expense reimbursement to Tornante and Madison Dearborn without a binding transaction with Upper Deck in place."
Topps went on to state that on July 2, Upper Deck filed with the Federal Trade Commission and the Department of Justice the documentation necessary to commence the initial 15-day antitrust regulatory review period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act") with respect to the tender offer and that the review period was scheduled to expire July 17. After the HSR Act expiration and waiting period, the Topps Board says it intends to revisit the Upper Deck offer after and reserves the right to revise its recommendation to the Board with respect to the tender offer in the event of any changed circumstance.

-- Kevin Haake