Topps shareholders approve $385m deal(3)

Following accusations of a 'contrived game', shareholders of the maker of Bazooka gum and Major League Baseball trading cards have voted to approve a $9.75 per share buyout by Madison Dearborn Partners and Michael Eisner's Tornante.

The Topps Company's shareholders have approved Madison Dearborn Partners' and The Tornante Company's $385 million (€284 million) offer, sealing the trading card maker's fate after several months of uncertainty.

Madision Dearborn and Tornante, the investment company of former Disney chief executive Michael Eisner, originally agreed to acquire Topps for $9.75 per share in April. During the go-shop period, sports memorabilia maker Upper Deck submitted a $10.75 per share offer.

Topps board members told the company's shareholders to vote against Upper Deck's offer because of concerns that the proposed merger would be halted on antitrust grounds. After the antitrust waiting period expired without government intervention, Upper Deck claimed that Topps' management was unfairly opposed to its offer, and the two companies traded several accusatory letters.

Upper Deck withdrew its bid in August in a letter that blamed Topps for a “cynically contrived game of cat-and-mouse” and threatened to “seek redress against Topps and those responsible for the collapse of this transaction”.

The Delaware Court of Chancery also condemned Topps' treatment of its shareholders, claiming that Topps' board committed a breach in fiduciary duty by not disclosing enough information to shareholders about possible incentives it had agreed to for the proposed deal with Madison Dearborn and Tornante.

Two days before the shareholder vote on their offer, Madison Dearborn and Tornante issued a statement reiterating their $9.75 per share price.

“If Topps shareholders…vote against our deal this week, we wish them well, but our price is final and we will not increase it,” the firms said in the statement.

The transaction is expected to close in October.

Lehman Brothers was Topps' financial advisor, and Willkie Farr & Gallagher provided legal advice. Deutsche Bank was financial advisor for Madison Dearborn and Tornante. Paul, Hastings, Janofsky & Walker was legal advisor to Madison Dearborn and Munger, Tolles & Olson was legal advisor to Tornante.