Topps Company Inc. is nearing the end of its so-called "go-shop" process, referred to by one observer as more of a "cover your ass" process since it is taking place after the trading card and confectioner already agreed to a $385.4 million buyout from former Walt Disney Co. head Michael Eisner (pictured at left) and Madison Dearborn Partners. The 40-day go-shop period ends April 14, and so far no one has stepped up to the plate to top the $9.75 a share bid — at least not publicly. Among the factors that could act as a chilling effect on other bidders include the ability of the Eisner-Madison Dearborn group to match a higher offer, an $11.5 million breakup fee, and even a hesitancy to go head-to-head with the still-powerful Eisner. Those holding out hope for a higher bid still have a couple of allies. Activist hedge funds Crescendo Partners LLC and Pembridge Capital Management, both of which are represented on the Topps’ board of directors and voted against the acquisition. Though both have been precluded from participating in the post-deal shopping process they are unlikely to give in without a fight.—David Shabelman
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