Topps fired back at Upper Deck Thursday, accusing their rival of "lame excuses" for withdrawing its offer to purchase the company.
The rivalry between Topps and Upper Deck is turning nasty now that negotiations between the two card manufacturers have ceased.
In a letter sent to Upper Deck CEO Richard McWilliam Thursday, Alan Feder, Topps’ Lead Director, wrote:
"While we negotiated in good faith and used our best efforts to arrive at a transaction with you, given the lame excuses you assert in your letter of August 21 for taking such action, we believe it is now apparent to everyone that your tender offer was illusory. Your conduct has been shameful, indefensible and, in my judgment, manipulative."
It appears the two sides could not have a more divergent view of their negotiations, which came to an end earlier this week when Upper Deck suddenly pulled its $425 million offer off the table, saying Topps wasn’t being forthcoming with the information they needed to complete the deal.
In the letter, Topps claims UD was simply trying to gain insight into Topps’ financial affairs to gain an advantage.
"It appears that you were using your tender offer as a Trojan horse to gain access to our confidential information, disrupt our business and interfere with our pending merger transaction, the consummation of which could threaten the success of your business," Feder wrote.
Each side is now making veiled threats to sue the other, while Topps now focuses on its $385 million offer from Tornante-Madison Dearborn Partners. However, a third proxy adviser firm, Proxy Governance, urged shareholders to reject the deal Thursday. They join Institutional Shareholder Services and Glass Lewis & Company in recommending a ‘no’ vote on the transaction. All believe Topps is undervalued at the proposed sale price of $9.75 per share.