Upper Deck Issues Offer to Topps Stockholders

Upper Deck has upped the ante in its efforts to acquire Topps, tendering an offer this week to Topps shareholders for $10.75 in cash for each share of outstanding stock.

The offer by Upper Deck would provide shareholders with $1 more per share than the $9.75 offer Topps agreed to with Michael Eisner’s Tornante Co. and Chicago-based private equity firm Madison Dearborn Partners. The approximate value of the Upper Deck offer would be $427.3 million, according to a filing with the Securities and Exchange Commission.

Upper Deck says it has the financing in place to complete this offer, a provision that Topps executives had initially suggested was not in place when Upper Deck’s offer was submitted last month and could have been a stumbling block to a potential purchase.

Upper Deck also claims it can overcome another possible hurdle stated by Topps management -antitrust issues. Upper Deck is so confident its offer will receive government approval that it has proposed to pay a $28.5 million reverse breakup fee to Topps if the deal is not approved due to antitrust concerns.

The Topps board of directors is now examining Upper Deck’s offer. The board is required to make a statement to its shareholders within 10 business days as to whether it recommends they accept the offer, reject the offer, has no opinion or can’t take a position regarding the offer.

Upper Deck’s tender offer is currently set to expire on July 24. Based on response to the offer, Upper Deck has the right to extend the offer.

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