One advisory firm is backing the Topps to Tornante deal; two others are still saying ‘vote no’. D-Day looms a week from today.

Topps is once again telling shareholders to vote in favor of the $9.75 per share offer made by the Michael Eisner-led Tornante Company/Madison Dearborn Partners group.

With the vote on the proposed merger set for a special Board of Directors meeting September 19 and Upper Deck now out of the picture, Topps says the deal offers good value for shareholders and at least one proxy advisory firm agrees. Egan-Jones has urged a yes vote, while two other advisory companies reiterated their suggestion that shareholders vote against the deal.

Proxy Governance Incorporated and Institutional Shareholder Services both say they have reservations about the offer.

In a news release, PGI stated, "We have serious concerns regarding the process leading up to the proposed deal, including the board’s disregard for the opposition expressed by the dissident board members, the apparent bias towards the Tornante/MDP offer under which management was guaranteed jobs, and the inadequate disclosure in the original proxy statement. We are also concerned with the board’s apparent unwillingness to fairly negotiate with Upper Deck, and do not believe that the board provided a persuasive argument for not accepting Upper Deck’s – now terminated – higher offer for the company’s shares. It appears that the board was just unwilling to allow the company to be acquired by its primary competitor."

ISS says Topps faces challenges, an assertion Topps admits but claims the proxy advisory firms aren’t tempering their recommendations despite those issues.

A statement issued by Topps says that although the company recently has benefited from Major League Baseball’s decision to limit card licensees to two parties (Topps and Upper Deck), "the overall market for trading cards faces significant secular challenges. Going forward, Topps will need to be able to engage younger generations with trading cards, in a modern world full of alternative entertainment options."