We’ve written at length about how using virtual data rooms has
made conducting due diligence for M&A deals much easier (look here,
here
and
here). Although the benefits typically are associated with potential acquirers and
their improved access to a target’s information, data rooms also help sellers
by allowing them to monitor exactly what a potential acquirer is looking at
and what information is attracting the most interest.
And then there's Topps Co., which is using what went on in its
virtual data room to try to show that rival Upper Deck Co. LLC wasn't serious
about wanting to buy the trading card manufacturer after entering a $425
million bid. In a
letter delivered to Upper Deck on Thursday, Topps contends that Upper Deck and its
lawyers didn’t access more than 50% of the documents that they had
specifically requested and that had been made available in the data room.
Topps also said Upper Deck performed only a “limited review” of the company's
confectionery business even though it has no experience in that field.
Topps cites the inactivity in the data room as evidence that
Upper Deck was more interested in peeking at competitive information than
completing the $10.75 per share bid. Upper Deck on Wednesday
backed
out of its tender offer for Topps after claiming that its rival wasn't
being cooperative. —David
Shabelman
See
Topps Aug. 22 letter to Upper Deck
See
Aug. 22 story in TheDeal.com
See
May 24 story in TheDeal.com
See
March 16 story in TheDeal.com
Tags: Topps, Upper Deck, media, acquisition, m&a, mergers, private+equity
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