Topps delays shareholder vote on Michael Eisner’s buyout offer
The Topps Company, Inc. (Nasdaq: TOPP), a sports card and bubble gum maker, announced it delayed a shareholder vote on a proposed buyout by Michael Eisner’s Tornante Co. LLC and Madison Dearborn Partners LLC, both private equity firms, until September 30.
Shareholders were previously scheduled to vote on the $9.75-per-share, or $385 million, deal this week on Thursday, August 30.
Topps previously agreed to Tornante’s offer in March, but received an unsolicited offer for $10.75 per share from rival The Upper Deck Co. LLC in May, which sparked a bidding war. Upper Deck dropped its offer on August 21, saying the negotiation process was “flawed.”
Topps said the delay allows shareholders to evaluate recent developments in deciding how to vote their shares. The sports card maker said that the postponement will give investors the opportunity to consider the recent developments involving Upper Deck. Shareholders should also consider that no other bidder has emerged to acquire Topps, the company noted in a release.
Last week, The Committee to Enhance Topps, a stockholder group, sent a letter to investors urging them to reject the offer, demanding most board members resign and provided suggestions for new members. Arnaud Ajdler, a Topps board member and co-managing partner of investment company Crescendo Advisors LLC, leads the group.
In a letter to shareholders released on Friday, Topps called Upper Deck’s offer a "sham" and Ajdler’s plan "risky."
Before the start of today’s trading, proxy advisory firm Proxy Governance Inc. recommended Topps shareholders vote down the proposed takeover. The advisory firm said the offer "does not appear to place a fair value on the baseball card maker, based on analyst opinion and general market reaction to the deal."
In morning trading, shares of Topps are down 0.75%, or $0.07, at $9.30. Over the last 52 weeks, shares have fluctuated between $8.37 and $10.75.
