Group led by Eisner buying card maker Topps

NEW YORK -- The Topps Co., maker of baseball cards and
Bazooka bubble gum, said Tuesday it accepted a $385.4 million
takeover offer from a buyout group that includes former Disney CEO
Michael Eisner, but the deal drew immediate opposition from one of
its own board members.

Topps director Arnaud Ajdler, along with the investment firm
Crescendo Partners II, launched a campaign to kill the deal.
Crescendo owns about 6.6 percent of the company's shares, according
to filings with the Securities and Exchange Commission. Ajdler is
also a managing partner of Crescendo.

Ajdler said Tuesday he had not yet been in touch with other
major shareholders but he thought the deal should be abandoned
because negotiations did not go through a proper process and that
the Eisner-led offer undervalues the company.

"I believe that the process that led to the signing of the
merger agreement was flawed in that the board of directors did not
shop the company and thus failed to maximize the competitive
dynamics of a sale transaction that would have garnered the highest
price available," Ajdler wrote in a letter sent to board members
on Tuesday.

The deal was approved in a 7-3 vote by the board with Ajdler and
two others voting against the deal. Ajdler was joined by Timothy
Brog, president of Pembridge Capital Management LLP, and another
board member John Jones. Pembridge had earlier pressed the company
to solicit acquisition proposals.

The buyout group, which includes The Tornante Co. LLC, founded
by Eisner, and the Chicago-based private equity firm Madison
Dearborn Partners LLC, has agreed to pay $9.75 for each Topps
share, which represents a premium of 9.4 percent over the stock's
Monday closing pricing of $8.91 on the Nasdaq Stock Exchange.

In a sign that some investors think the bidding could go higher,
Topps shares rose 90 cents, or 10 percent, to $9.81 on morning
trading on the New York Stock Exchange. Its shares have traded
between $7.50 and $10 over the past 52 weeks.

The company said in its announcement that it will solicit better
offers over the next 40 days.

The deal requires regulatory approval and a vote by Topps
shareholders, but the company said it could close by the third

As part of the merger agreement, Chief Executive Arthur T.
Shorin agreed to retire within 60 days of the close of the deal. He
would remain as a consultant, according to an SEC filing. Shorin,
70, has been CEO of Topps and its predecessor since 1980, according
to the company Web site.

Eisner was CEO of The Walt Disney Co. for two decades until he
stepped down in 2005. Disney owns theme parks, movie studios and
the ABC, ESPN and Disney TV networks.

Topps, founded in 1938, makes trading cards featuring athletes
of Major League Baseball, the NFL and NBA. In addition to Bazooka
bubble gum, it owns the Ring Pop and Push Pop brands.