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.
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.
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