8/6/2019 Disney Buying Topps

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Updated: March 6, 2007, 11:54 AM ET

Group led by Eisner buying card maker

Topps

Associated Press

NEW YORK -- The Topps Co., maker of baseball cards and Bazooka bubble gum, saidTuesday it accepted a $385.4 million takeover offer from a buyout group that includesformer Disney CEO Michael Eisner, but the deal drew immediate opposition from one ofits own board members.

Topps director Arnaud Ajdler, along with the investment firm Crescendo Partners II,launched a campaign to kill the deal. Crescendo owns about 6.6 percent of the company'sshares, according to filings with the Securities and Exchange Commission. Ajdler is alsoa managing partner of Crescendo.

Ajdler said Tuesday he had not yet been in touch with other major shareholders but hethought the deal should be abandoned because negotiations did not go through a properprocess and that the Eisner-led offer undervalues the company.

"I believe that the process that led to the signing of themerger agreement was flawed in that the board ofdirectors did not shop the company and thus failed tomaximize the competitive dynamics of a sale transactionthat would have garnered the highest price available,"Ajdler wrote in a letter sent to board members on Tuesday.

The deal was approved in a 7-3 vote by the board with Ajdler and two others votingagainst the deal. Ajdler was joined by Timothy Brog, president of Pembridge CapitalManagement LLP, and another board member John Jones. Pembridge had earlier pressedthe company to solicit acquisition proposals.

The buyout group, which includes The Tornante Co. LLC, founded by Eisner, and theChicago-based private equity firm Madison Dearborn Partners LLC, has agreed to pay$9.75 for each Topps share, which represents a premium of 9.4 percent over the stock'sMonday closing pricing of $8.91 on the Nasdaq Stock Exchange.

In a sign that some investors think the bidding could go higher, Topps shares rose 90cents, or 10 percent, to $9.81 on morning trading on the New York Stock Exchange. Itsshares have traded between $7.50 and $10 over the past 52 weeks.

The company said in its announcement that it will solicit better offers over the next 40days.

The deal requires regulatory approval and a vote by Topps shareholders, but the company

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