With Madison Dearborn Partners and Michael Eisner insisting that they will not raise their troubled offer for trading card maker Topps Co., Steven Davidoff has some harsh words for the target's leadership:
Ultimately, the Topps board has done a disservice to its shareholders — it has run this process in a biased manner, raised questions with respect to its dealings with Upper Deck and been chastised in Delaware court for its failings in In Re Topps Shareholder Litigation. A no vote will likely lead to a subsequent proxy contest by Crescendo Partners to remove the board members who supported this transaction. In the meantime, under the merger agreement, Eisner would walk away with a payment of up to $4.5 million as reimbursement for his expenses.
Morgan Joseph analyst Jeffrey Blaeser
shares Davidoff's assessment:
Should the merger fail, we expect Topps management and board to be reconstituted. The "Topps Full Value Committee" (TFVC) has already assembled a slate of director nominees that include expertise within sports and entertainment, media, confections, and television, to name a few.
See the full coverage of Wednesday's Topps shareholder meeting from TheDeal.com. —The editors
See Topps Dealwatch
Tags: Topps, Upper Deck, media, acquisition, m&a, mergers, private+equity
