M&A

Topps Goes Quietly in the End

A $385.4-million LBO by Michael Eisner-led Tornante and Madison Dearborn wins holder approval.
Stephen TaubSeptember 20, 2007

A long battle for control of Topps Co. ended quietly, with shareholders approving the $385.4-million leveraged buyout by Tornante Co. LLC, which is controlled by former Walt Disney CEO Michael Eisner and Madison Dearborn Partners LLC.

The $9.75-a-share deal was agreed upon back in March. It was initially opposed by three dissident Topps board members, including two representing hedge funds — Timothy Brog, portfolio manager of Pembridge Capital Management LLC, and Arnaud Ajdler, managing partner of Crescendo Partners — who had felt the offer was too skimpy.

Competition had arisen from Topps’s competitor in the baseball card field, Upper Deck Co., which made a hostile bid of $416 million, or $10.75 a share. Last month, however, Upper Deck withdrew the higher bid. At one point, a Delaware Court of Chancery judge had ruled that Topps had to improve the information it was providing to its shareholders about the competing offers.

Topps did not disclose the final vote totals. However, under Delaware law a majority of shareholders—not votes cast–was required for the deal to go through.

“Working with Tornante and MDP will be a great opportunity for Topps,” Arthur T. Shorin, Topps chairman and CEO, said. “They are experienced investors who understand the creative aspects of our business and are committed to our continued growth.”

“I look forward to working with my new associates at Topps to find new and exciting ways to grow the company,” said Eisner. “Topps is a wonderful company with a portfolio of strong brands in the trading card and confectionery businesses.”

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