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Rhetoric rises in battle for Topps

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Last week, Topps Co. (NASDAQ: TOPPS) agreed to be bought out by Torante, former Disney chief Michael Eisner's private equity firm. The company agreed to be acquired for $9.75 cents per share, but hit $10 in trading today, indicating that many believe that the company may eventually fetch a higher price.

Here's where it gets interesting: Topps directors, including Timothy Brog and Arnaud Ajdler, voted against the deal, and Topps management has responded in an unusual way. The deal included a "go-shop" provision, which means that the company can solicit offers from other companies for a period of time. Topps has taken the unusual step of banning those two directors, plus one other, from any involvement in the go-shop process. The Wall Street Journal's Deal Journal raised and an eyebrow, and I share their sentiments:

The WSJ writer comments, "Why did the board agree to the deal in the first place if 30% of its membership thought it undervalues the company (at $9.75 a share, the bid is below the stock's 52-week high of $10 reached last month)? Why are the three ill-suited to manage the "go-shop" process for a new suitor? Seems to us that people who don't like the deal on the table have the most incentive to ferret out a better one."



For those of you who enjoy following corporate slug-fests in the letters attached to 13D's, here are gems from Ajdler's letter to the Board:

Yesterday morning, the Board of Directors of The Topps Company, Inc.("Topps" or the "Company") set a new low in corporate governance. As described in Topps' Form 8-K, the actions approved yesterday by a seven-to-three vote of
the Topps board are an insult to corporate democracy and the Company's shareholders. One day, a Harvard Business School case study describing the actions of this Board will be taught in business schools as a clear illustration of poor corporate governance.

I will not support a transaction which fails to maximize value for Topps' shareholders. In my opinion, the announced merger agreement does not maximize value. Common sense would tell you that Tim Brog and I would be true proponents of maximizing value during the "go-shop" period as opposed to two directors who support the ill-advised transaction between the Company and a buyout group led by Michael Eisner and Madison Dearborn Partners, LLC. Please note that my primary opposition to the proposed transaction stemmed from what I believe to be an inadequate offer price. In light of the Board's actions yesterday, it should be clear that the Board's process is just as egregious and inadequate as the offer price.

He goes on to accuse the board of making false and misleading statements to the Wall Street Journal, and the "mischaracterization" of his own comments. The feud at Topps is likely to get a lot more interesting before it's resolved.

It's probably more fun than watching Barry Bonds pursue the home run record. So grab some popcorn pull up a chair, and watch management do battle with its shareholders.

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Last updated: November 08, 2009: 11:56 PM

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