Three proxy advisers have now spoken out against the $9.75 private equity offer for Topps Company Inc (NASDAQ: TOPP). What an ugly mess this has become -- playing out much more like a soap opera than a day at the ballpark. Let's review:

• In March, Topps gets an offer to be acquired for $9.75 a share from an investment group led by Michael Eisner's Tornante Co. and Madison Dearborn Partners.
• Topps agrees to the offer.
• In May, Upper Deck steps to the plate with a $10.75 a share counter offer.
• Yesterday, Upper Deck withdraws its offer based on "flawed" negotiations from Topps.
• Topps files with the SEC today, saying Upper Deck misled the company with its offer.

Topps is now due to vote on the original offer from the investment group, but three proxy adviser firms -- Proxy Governance, Institutional Shareholder Services and Glass Lewis & Co, have all recommended rejecting the deal.

Wedbush Morgan said in June that they believe Topps shares are worth between $11.50 a $12.00. With that in mind, along with the proxy firms' lack of support, the chances of this deal getting done for under $10 a share are not looking realistic.

The trend of private equity firms buying out high tech companies continues. According to Bloomberg News, Silver Lake Partners and TPG will take Avaya Inc. (NYSE: AV) private for $8.2 billion -- the biggest LBO of a computer networking firm ever.

Investors will receive $17.50 a share. That's 4.7% more than yesterday's closing price and 28% more than before speculation about a purchase surfaced on May 29.

This is the latest in a string of high tech LBOs. Recent ones include:

• Acxiom Corp. (NASDAQ: ACXM), this computer and database services provider, said May 16 it's being bought by Silver Lake and ValueAct Capital Partners LP for about $2.24 billion.
• Alltel Corp. (NYSE: AT) this fifth-biggest U.S. wireless service, agreed May 21 to be bought by TPG and Goldman Sachs Group Inc. (NYSE: GS) for $27.5 billion.
• CDW Corp (NASDAQ: CDWC) agreed on May 30 to be acquired by Madison Dearborn Partners LLC for $7.3 billion.

I am not sold on the competitive advantages that will result from this deal. Maybe there's some overhead to be cut but I question how much private equity is willing to invest in R&D to jump start Avaya's product pipeline.

Peter Cohan is president of Peter S. Cohan & Associates, a management consulting and venture capital firm. He also teaches management at Babson College and edits The Cohan Letter. He has no financial interest in the securities mentioned in this post.

MAJOR PAPERS:

• The Wall Street Journal reported that CDW Corporation (NASDAQ: CDWC), a $6B market cap technology retailer, is being hotly pursued by a number of private equity firms including Madison Dearborn Partners.
• Avaya Inc (NYSE: AV), a telecommunications equipment maker, is said to be interested in selling all or part of the company, and is in talks with private equity firms and strategically interested companies, the Wall Street Journal also reported.

OTHER PAPERS:

• Dr. Ronald Krall, the medical director for GlaxoSmithKline plc (NYSE: GSK) told the New York Times that some of the 4,450 patients enrolled in the drug trial for Avandia have dropped out due to safety concerns
• Norsk Hydro ASA (NYSE: NHY) is looking at the possibility of making an offer for Canadian aluminum producer Alcan Inc (NYSE: AL), Globe and Mail reported.
• The Sydney Morning Herald reported that mining company Rio Tinto plc (NYSE: RTP) has hired Deutsche Bank AG (NYSE: DB) to advise it on a possible bid for Alcan.

WEBSITES:

• According to a report from Chinese-language Commercial Times and noted in DigiTimes, Quanta Computer has reportedly received an order for five million iPhones from Apple Inc (NASDAQ: AAPL) and that the 2nd generation device will offer "a different outer design to fit different markets."