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.

It's possible that Istithmar, the private-equity arm of the Dubai government, is grimacing today, after news of a higher bid for Jones Apparel Group Inc's (NYSE: JNY) Barneys New York unit surfaced. Under the terms of their agreement, Jones is allowed to weigh other offers for the Barneys unit until July 22 and can explore bids for the entire company through August 11. Jones said Thursday it received an unsolicited bid from Japanese clothing company Fast Retailing Co Ltd to acquire Barneys for $900 million. That's a 9% premium over Istithmar's $825 million offer.

Fast Retailing, which owns stores in more than 12 countries, says owning Barneys New York would increase its market diversification and boost its revenue. The company recently expanded its Uniqlo casual clothing into the U.S., and said last year it would target the U.S. retail market for acquisitions. Fast Retailing sees "potential top-line synergies" in buying Barneys.

For Jones, though, analysts believe the upscale unit has allowed Jones to "lessen its dependence on selling its wholesale lines to department stores." Should Jones decide to break up the in-place deal with Istithmar, it will have to pay Dubai a $20.6 million breakup fee, or $22.7 million if terminated after July 22. So far, however, the deal is still on the table.

Either way, a purchase of Barneys would show the increasing desire for upscale retail, and the increasing desire of companies from countries like Dubai and Japan to further expand into the U.S. market.

Don't feel too badly for Istithmar if their Barneys deal falls through. The firm also reportedly has interests in clothing retailer Loehmann's Holdings, various commercial buildings in New York and London, and investment bank Perella Weinberg Partners.