He asked..and Topps has responded. The company’s President wrote shareholders a letter Friday, asking them to vote in favor of a buyout led by Michael Eisner-led Tornante Holdings and Madison Dearborn Partners.
Topps President Arthur Shorin says his company continues to negotiate with Upper Deck, but it’s clear minds in New York have not changed. They prefer to make a deal with the group headed by ex-Disney CEO Michael Eisner.
Here’s the letter he sent to shareholders today, with the vote less than two weeks away:
Dear Fellow Stockholder:
At the special meeting to be held on Thursday, August 30, 2007, at 2:00
PM local time, Topps stockholders of record will be asked to consider and
vote upon the pending merger agreement with The Tornante Company LLC and
Madison Dearborn Partners, LLC ("Tornante – MDP transaction").
THE TOPPS BOARD IS COMMITTED TO MAXIMIZING VALUE FOR ALL STOCKHOLDERS
The Topps Board of Directors has already secured a transaction at $9.75
per share in cash for all stockholders with the Tornante – MDP transaction.
As part of the Board’s commitment to maximizing value for all Topps
stockholders, the Company and its representatives continue to negotiate
with the Upper Deck Company to see if a consensual transaction can be
reached with respect to its $10.75 Tender Offer. However, in spite of the
Board’s best efforts, we have not reached a consensual transaction with
Upper Deck to date and the Tornante – MDP transaction for $9.75 per share
in cash is the only binding offer received.
Accordingly, the Board believes that approval of the Tornante – MDP
transaction is in the best interest of all Topps stockholders and
recommends that stockholders vote "FOR" the transaction at the special
meeting. The Tornante – MDP transaction maximizes value for all Topps
— The $9.75 per share offer price implies multiples well above those of
comparable transactions, both for the Confectionery business and for
the Entertainment business.
— The $9.75 per share offer represents a favorable, 21% premium over the
unaffected stock price.(1)
— The all-cash Tornante – MDP transaction offers stockholders certainty
of value, as the transaction has a high probability of closing shortly
after stockholder approval.
The attractive price Tornante – MDP is offering to Topps stockholders
is due, in large part, to the unusually high level of equity contribution
it committed to its transaction ($191 million or 54% of acquisition
financing). Furthermore, the Tornante – MDP transaction is especially
compelling given the current turmoil in the credit markets. The Board urges
stockholders to vote "for" the certainty of value today with the Tornante –
MDP transaction. Do NOT gamble with your investment in Topps.
THE BOARD CONDUCTED A THOROUGH PROCESS TO MAXIMIZE STOCKHOLDER VALUE
Prior to entering into the Tornante – MDP transaction, the Board of
Directors pursued a multi-year process in which it explored all
opportunities to maximize the value of your investment in Topps, including
implementing a restructuring plan to enhance earnings and profitability.
As detailed in our proxy materials and noted in the June 14, 2007,
Delaware Chancery Court Opinion, your Board pursued extensive negotiations
with Tornante – MDP and secured a $9.75 per share cash offer, which is
above their initial $9.24 offer. Still, the Board’s work did not stop
As part of the merger agreement, the Board sought and obtained a
"go-shop" solicitation period during which time Topps proactively contacted
107 potential bidders, including Upper Deck. This process was at all times
led by the Board’s independent directors, with the input of Crescendo
Partners’ Board representative and the other "objecting directors."
As Topps’ largest individual stockholder, I am certainly in favor of
securing the highest possible price today for all Topps stockholders. T
The Tornante – MDP transaction, which is the only binding offer received,
reflects the Board’s successful restructuring plan and is the culmination
of the Board’s extensive process, which was completed in a full and fair
manner to maximize stockholder value. If there is a better offer out there,
we will take it, but at this time we firmly believe that the Tornante-MDP
agreement is in our stockholders best interest and we urge you to vote in
favor of the transaction.
YOUR VOTE IS IMPORTANT
Approval of the merger agreement requires the affirmative vote of a
majority of the shares of Topps outstanding common stock. The failure to
vote or abstaining from voting has the same effect as a vote against the
merger agreement. Accordingly, please sign, date and return the enclosed
WHITE proxy card promptly in the envelope provided to vote FOR the merger!
If you hold your stock through a bank, broker, or other custodian, that
custodian will not vote your stock without your instruction. Please follow
the procedures provided by your custodian to ensure that your vote is
represented at the special meeting.
The enclosed proxy statement and supplement contain important
information about the transaction. We urge you to read it carefully in its
entirety. The Board will announce the next annual meeting date once it has
been scheduled. In setting that date, the Board will take into account any
developments in its process to maximize value for stockholders.
Thank you for your support.
/s/ Arthur T. Shorin
Arthur T. Shorin
Chairman and Chief Executive Officer