DECK TOPPED
Baseball card maker Topps pressed shareholders yesterday to vote for a $385 million takeover by former Walt Disney Co. chief Michael Eisner despite a higher tender offer launched by rival card maker Upper Deck.
The $10.75-per-share bid from Upper Deck has too many conditions and doesn’t have antitrust approval yet – making it risky for shareholders, Topps said in a letter.
Eisner’s Tornante Co. and private-equity firm Madison Dearborn Partners have an existing deal to acquire Topps at $9.75 a share, but that has come under fire from some of the company’s largest investors who argue the price is too low.
Those shareholders, who also have representatives on the board, have launched a proxy contest to unseat the other directors.
Some shareholders have also called into question the role of Topps board member Stephen Greenberg, an investment banker at Allen & Co.
Greenberg used to work under Eisner at Disney and is said to be advising Madison Dearborn chief John Canning on a possible bid for the Chicago Cubs, according to a recent story in Fortune Magazine.
“We have been saying all along that the Topps board is rife with conflicts of interest that have tainted the sale process and tilted the balance in favor of a deal with Eisner and Madison Dearborn, even if it means less value for Topps’ stockholders,” said Arnaud Ajdler of Crescendo Partners, which owns 6.6 percent of Topps.
“If true, this is just another example of such a conflict of interest that places a cloud over the ability of this board to render objective decisions.”
Upper Deck has filed with regulators for fast-track antitrust approval, but a decision won’t come until July 17. Without approval, Eisner’s offer could prevail, sources said.
Upper Deck’s tender offer expires on July 24.
Upper Deck had submitted a friendly offer to acquire Topps in April, but was rejected by the company’s board. It then sued and won a lawsuit against Topps to get out of a confidentiality agreement that prevented it from launching a tender offer.
Topps was then forced to postpone a shareholder meeting scheduled for June 28 to vote on the Eisner deal.
Topps shares slipped 10 cents yesterday to $10.49 in Nasdaq trading.
