Michael Eisner still knows how to wow a board of directors. Or at least enough members to get what he wants.
The former Walt Disney chief executive and his investment partner have received approval from seven of 10 directors of the Topps Co. for a friendly, $385-million takeover of the maker of sports trading cards and Bazooka bubble gum.
But it could prove one sticky deal for Eisner. Two directors on Tuesday vowed in interviews to fight the proposal, accusing Eisner and his partner, Madison Dearborn Partners, of trying to buy the company on the cheap. They argued that no bids were sought to compete with Eisner's $9.75-a-share offer.
"Eisner worked his magical spell on a majority of the board," said director Timothy Brog, whose fund owns more than 1% of Topps stock. "The people on the board that are [large] shareholders, including my fund, were not susceptible to his pixie dust."
Another director, Arnaud Ajdler, whose Crescendo Partners II has 6.6% of Topps' stock, pledged to lobby investors against the deal.
Eisner didn't immediately respond to interview requests. But a Topps spokeswoman said better offers hadn't emerged in the two years since the company hired investment bank Lehman Bros. to explore alternatives, including the sale of its confectionery division. Topps said it would seek higher bids for 40 days before putting the Eisner deal to a shareholder vote.
Eisner convinced Topps he could take the New York company's trading cards, gum and candy from the schoolyard into new and more glamorous places, leveraging his more than two decades at the helm of one of the world's entertainment giants. If approved, Topps would mark Eisner's third and largest investment in a youth-oriented media company.
Among the ideas that were tossed out during a brainstorming session were selling Topps products in movie theater lobbies and even on the screen itself. "Bazooka Joe -- The Movie," was perhaps the wildest suggestion, according to one person familiar with the pitch.
Sports played a key role in Eisner's expansion of Disney into a worldwide force, most notably with the acquisition of cable network ESPN. Disney also owned two Anaheim-based sports teams -- baseball's Angels and hockey's Mighty Ducks -- during Eisner's tenure, but has sold both.
Topps shares rose 90 cents Tuesday on word of the bid to $9.81.
Topps, founded in 1938, has been grappling with flat revenue and vanishing profit for years, earning just $1.2 million on $294 million in sales in fiscal year 2006.
