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Proxy advisor opposes Topps sale to buyout firm, Eisner

August 21, 2007|From Reuters

new york -- Influential proxy advisory firm Institutional Shareholder Services recommended Monday voting against the takeover of baseball card company Topps Co. by a private equity firm and an investment group led by former Walt Disney Co. chief Michael Eisner.

ISS said that investors should oppose the $384.5-million bid from Madison Dearborn Partners and Tornante Co. because there was an alternative, higher bid being offered by rival Upper Deck Co. for $425 million.

ISS pointed out that Upper Deck had no antitrust issues and committed financing, that better profitability lies ahead for Topps and that its stock is trading above Madison and Tornante's current offer price because of the competing deal.

Topps, whose shares fell 6 cents to $9.94, said in a separate statement that ISS had "missed the mark," adding that the Upper Deck tender offer was conditional and depends on reaching a consensual transaction with Topps. Topps said it continues to negotiate with sports trading card publisher Upper Deck.

In March, Topps agreed to be bought by Madison and Tornante, which is run by Eisner, for $9.75 a share in cash.

In June, Upper Deck made an unsolicited $10.75 a share, or $425-million, offer for Topps. Topps has argued that it wants more clarity on Upper Deck's financing and finalization of any remaining due diligence.

Topps shareholders are due to vote on the Madison-Tornante deal Aug. 30.

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