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.

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.

If anyone thinks that strong corporate governance is alive and well in America (The tooth fairy isn't real), take a look at the behavior of Topps (NYSE: TOPP) management with regard to the ongoing buyout debate.

Tornante Co. and Madison Dearborn Partners LLC agreed to a deal to acquire the trading card/candy company for $9.75 per share, and the deal was almost universally blasted as being inadequate. Then Upper Deck, Topps' only major competitor in the baseball card space, came in and offered $10.75. Topps insisted that the offer was better for some complex reason, but most of us suspect the reason had a lot to do with the fact that Tornante and MDP had pledged to keep the company's current incompetent management team in place. Cynical observers, such as myself, wondered why $10.75 is a better deal than $9.75. Isn't the idea to sell the stock for the most money? Both proxy advisory firms have advised shareholders to vote against the MDP deal.

After what seemed like daily back-and-forth accusations, Upper Deck has finally given up on Topps like the Kansas City Royals should give up on baseball. It seems that the opposition of Topps management to the deal just made it too difficult to go forward with, and shareholders will pay the price. The stock closed on Tuesday over $10 per share, and now appears destined to be sold for $9.75.After dinner tonight, Upper Deck issued a terse press release and, just for fun, a scathing letter letting everyone know why it had terminated its offer:

...roadblocks have been created by Topps as part of a deliberate effort to discredit UD (both publicly and internally with the Topps employees upon whom UD would need to rely post-closing of this acquisition), defeat UD's offer, and justify entrenched management's continued shameless support of the less favorable Tornante/Madison Dearborn transaction. It is now abundantly clear that Topps will attempt to impede any and all reasonable efforts to consummate the UD merger, which thus cannot possibly be consummated under the current circumstances...

Herb Greenberg: Is it too early to nominate the entire team over at Topps for worst CEO of the year? Shares are down more than 7% today.

The saga of the Topps (NASDAQ: TOPP) buyout has dragged on far longer than anyone could have predicted. When the trading card company agreed to be acquired by Madison Dearborn Partners and Michael Eisner's The Tornante Company for $9.75 per share, BloggingStocks' Tom Taulli wrote that Topps had hit a single. He wasn't the only one who was less than enthused about the buyout. Several dissident Topps directors voted against the deal, and Topps responded by barring them from the go-shop process. Then Upper Deck made an offer of $10.75, and Topps rejected it, saying that Upper Deck didn't have financing and that the proposal had antitrust concerns. Upper Deck responded with a hostile tender offer.

Given the size of the buyout -- less than $420 million -- the deal has generated a lot of buzz. Perhaps it's that so many of us covering the deal have nostalgic memories of collecting our baseball heroes. But the level of rhetoric and the amount of back and forth has also made the deal interesting.

It's hard to know exactly how this will end -- will Eisner & co. raise their bid? The matter has ended up in court with a judge chastising Eisner and Topps with good reason -- the company forgot to tell shareholders that Eisner had agreed to keep the much-maligned current management team in place after the buyout.

BusinessWeek's Ronald Glover takes an interesting look at Michael Eisner's role in this whole mess, referring to him as the "drive-by victim of what's fast becoming a shareholder circus".

At this point, I would say that Upper Deck looks like the favorite to go home with Topps. The shares are trading at $10.59, indicating that shareholders are confident it won't go for the original $9.75 offer. The small spread between the current price and Upper Deck's offer indicates that investors believe an even higher offer could emerge.

The BusinessWeek piece cites sources who say that Eisner is unlikely to raise his offer, but it might be a mistake to count him out just yet.

As for his show on CNBC, I think you probably can count that one out. He's no Larry King, although King was recently a guest on the show.

When BloggingStocks's Tom Taulli wrote that Topps (NASDAQ: TOPP) had hit a single with it's agreement to be acquired by Madison Dearborn Partners and The Tornante Company, he realized a problem with the proposed buyout that has come to irritate many of the company's largest shareholders. The $9.75 per share offer wasn't much of a premium to the current share price, and left the company's long-term shareholders with a return on investment that was mediocre at best.

Then a grey knight arrived on the scene. Competitor Upper Deck came forward with an offer of $10.75 per share, but Topps rejected the offer, saying that Upper Deck had not demonstrated adequate financing and had failed to offer an adequate break-up fee. Topps also cited anti-trust concerns given that Topps and Upper Deck are the two biggest players in the trading card industry.

Having been spurned by Topps's management, Upper Deck is turning up the heat with a tender offer for all of the company's shares at $10.75 each, a premium of 10.25% to the $9.75 that Topps had previously agreed to be acquired at.

There's sure to be a lot more drama to come and the history of Topps had plenty of drama before this even started. Check out this Wikipedia entry for a nice overview of the company's history.