Yesterday on BloggingStocks, I wrote that "one of the more depraved sagas in our nation's long and pathetic history of corporate governance has come to a close" upon The Topps Company, Inc. (NYSE: TOPP)'s announcement that shareholders had approved its deal to be acquired by Madison Dearborn Partners and Tornante for $9.75 per share.

Crescendo Partners, a fund that has lobbied hard against the deal, issued its own press release, saying that it has elected to assert appraisal rights.

In case you forgot, Crescendo reminds us that it opposes the deal, expressing its:

"extreme displeasure with the tactics employed by the Executive Committee of the Topps Board in order to just barely obtain the vote required to approve the proposed $9.75 merger, including (i) postponing the special meeting twice for no reason other than that Topps lacked the number of votes required to approve the deal, (ii) disseminating materially misleading proxy materials to the Company's shareholders, (iii) running a flawed sale process and (iv) excluding Arnaud Ajdler, Timothy Brog and John Jones from the process and preventing them from carrying out their respective duties as directors."

The press release also made reference to the long battle over the deal, suggesting that "if the Company had spent the same amount of time and money on improving the operating performance of the Company as it did on campaigning and soliciting for this ill-advised deal, then the Company would have been able to unlock substantially more value for its shareholders."

"Appraisal rights" refers to the right of shareholders in a company being acquired to demand the payment of a fair price for their shares, determined by an independent appraiser.

The bidding war between Michael Eisner's Torante and Upper Deck over Topps Company Inc (NASDAQ: TOPP) has come to an end (for the moment, anyway) but all is not peaceful in baseball-card-land. One of Topps' major shareholders, Mario Gabelli of Gamco Investors, Inc., announced yesterday his support for Torante's $9.75 per share, $385 million offer for the company, which the Topps board voted to accept before Upper Deck ramped up its offer.

Gabelli's support runs counter to the opposition of hedge funds Crescendo Partners and Pembridge Capital Management. Gabelli holds around a 7% share of the company, while Crescendo's is slightly smaller. But, unlike Gabelli, Pembridge and Crescendo hold board positions.

Three proxy firms have recommended nixing the deal, and Wedbush Morgan estimated in June that the appropriate value of the stock purchase should be in the $11.50- 12.00 range, points that are sure to impact today's shareholder vote on the Torante bid. I'm guessing we haven't heard the last of this controversy.

You might not have traded the stock, but you certainly traded its products. Topps Co. (NASDAQ: TOPP), maker of baseball cards and Bazooka bubble gum, announced on March 6 that it has agreed to be acquired for $385.4 million by the Tornante Company, headed by former Disney CEO Michael Eisner. Private equity investment firm Madison Dearborn Partners will also join in the purchase if the deal is approved by Topps' shareholders.

And that's when the bubble burst. The deal calls for Topps shareholders to receive $9.75 per share in cash. The problem is that the stock is currently trading above that amount. Topps stock closed at $9.89 on March 8, down $.05. The stock has generally been trading right around $10 per share since the start of 2007. So why agree to sell at below market rate? That is precisely the question asked by Arnaud Ajdler, one of Topps' own board members. Investment firm owns 6.6% of Topps' shares. It, too, is opposing the bid, calling the offer an "undervaluation." Ajdler has also asked the bid to be rejected because it did not follow proper procedures.

Topps board of directors, minus Mr. Ajdler, is in favor of the deal and is recommending shareholders accept the offer. The deal is not dependent on securing any funding. Eisner's Tornante Company would like to have the deal close sometime during 3Q 2007. Topps has a 40 day window during which it intends to solicit additional offers. Perhaps Mr. Ajdler can put together a better offer for shareholders.