Upper Deck Cranks Up Topps Takeover Try

Upper Deck will make its offer to turn the world of baseball cards upside down official as the company begins a serious effort to woo shareholders who will vote on Topps' future.

On Monday, Upper Deck announced a cash tender offer for all of the issued and outstanding shares of Topps common stock at a price of $10.75 per share -- an offer worth approximately $425 million.

In a news release, Upper Deck said the offer "consists solely of cash and is not conditioned upon any financing arrangements." Topps had dismissed Upper Deck's interest earlier this year, in part because of what it said were concerns over the California competitor's ability to finance the deal.

The Upper Deck offer exceeds the $9.75 per share price that would be paid to Topps stockholders under the merger agreement Topps entered into with Tornante-MDP Joe Holding LLC and Tornante-MDP Joe Acquisition Corp. on March 5, 2007 by $1.00 per share, a 10.25% premium per share over the price offered in the Eisner/MPD deal -- or approximately $40 million more for all shares.

Last week, Topps postponed a June 28 shareholder meeting that was scheduled to vote on the buyout by the Eisner group. The Delaware Court of Chancery had issued an injunction stopping Topps from proceeding with the stockholder vote until the company made additional public disclosures about the pending deal.

Topps also granted a waiver that freed Upper Deck from a standstill agreement and allowed it to proceed with the tender offer. The tender offer by Upper Deck is scheduled to expire on July 24, 2007.

Upper Deck has been attempting to buy Topps for several years, initiating an attempt for a friendly takeover as early as 1999.