NEW YORK, Aug. 27 /PRNewswire/ -- The Committee to Enhance Topps today expressed its disappointment with The Topps Company, Inc.'s decision today to further delay the special meeting of stockholders until September 19, 2007.
Eric Rosenfeld, President and CEO of Crescendo Partners, speaking on behalf of the Committee to Enhance Topps, stated, "While we are frustrated by management's latest effort to prevent stockholders from expressing their opinion of the $9.75 merger by voting at the special meeting, we cannot say that we are surprised. Management has, time and again, acted in its own best interest and this latest delay is no different. As the Executive Committee itself even admitted, if the meeting were to be held as scheduled this Thursday, the $9.75 merger offer would not receive the stockholder support necessary for approval. If that is the case, why postpone the vote? To hide behind vague doomsday proclamations concerning recent activity in the credit markets and the suggestion that it is in the best interest of stockholders to take additional time to consider the $9.75 offer without the further "distraction" of the Upper Deck offer seems, to us, disingenuous and insulting to stockholders." Upper Deck announced the termination of its tender offer on August 21, 2007 so stockholders would have had ten days to take into account this development, which does not change the underlying facts that the $9.75 Eisner offer is inadequate and ill-advised.
The Eisner Merger Agreement was signed on March 5, 2007. Stockholders have had almost six months to consider this matter. They do not need any more time to know that the entire process was flawed and that $9.75 is an inadequate price. As you know management was already forced by the Delaware Court to postpone the special meeting by more than two months from June 28, 2007 to August 30, 2007 to correct materially misleading statements in its proxy statement. To further delay the vote, solely because of unhappiness with the potential outcome, is a Banana Republic-like maneuver by management to manipulate the vote and flies in the face of the proper corporate governance and democratic process to which stockholders are entitled. However, throughout this process, it is what we have come to expect. It is time for stockholders to be heard. We urge all stockholders to vote AGAINST the merger proposal by signing, dating and returning the GOLD proxy card today.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
The Committee to Enhance Topps (the "Committee"), together with the other participants named below, has made a definitive filing with the Securities and Exchange Commission ("SEC") of a proxy statement, a proxy supplement and an accompanying proxy card to be used to solicit votes in connection with the solicitation of proxies against a proposed merger between The Topps Company, Inc. (the "Company") and a buyout group that includes Madison Dearborn Partners, LLC, and an investment firm controlled by Michael Eisner, which will be voted on at a meeting of the Company's stockholders (the "Merger Proxy Solicitation").
Crescendo Advisors ("Crescendo Advisors"), together with the other participants named below, intends to make a preliminary filing with the Securities and Exchange Commission ("SEC") of a proxy statement and an accompanying proxy card to be used to solicit votes for the election of its nominees at the 2007 annual meeting of stockholders of Topps (the "Annual Meeting Proxy Solicitation").
THE COMMITTEE AND CRESCENDO ADVISORS ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT, AND OTHER PROXY MATERIALS, INCLUDING PROXY SUPPLEMENTS, IN CONNECTION WITH EACH OF THE MERGER PROXY SOLICITATION AND THE ANNUAL MEETING PROXY SOLICITATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT http://www.sec.gov/. IN ADDITION, THE PARTICIPANTS IN THE PROXY SOLICITATIONS WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR, D.F. KING & CO., INC. AT ITS TOLL-FREE NUMBER: (800) 628-8532.
The participants in the Merger Proxy Solicitation are Crescendo Advisors LLC, a Delaware limited liability company ("Crescendo Advisors"), Crescendo Partners II, L.P., Series Y, a Delaware limited partnership ("Crescendo Partners II"), Crescendo Investments II, LLC, a Delaware limited liability company ("Crescendo Investments II"), Crescendo Partners III, L.P., a Delaware limited partnership ("Crescendo Partners III"), Crescendo Investments III, LLC, a Delaware limited liability company ("Crescendo Investments III"), Eric Rosenfeld, Arnaud Ajdler and The Committee to Enhance Topps (the "Merger Proxy Solicitation Participants").
The participants in the Annual Meeting Proxy Solicitation include the Merger Proxy Solicitation Participants, together with Timothy E. Brog, John J. Jones, Michael Appel, Jeffrey D. Dunn, Charles C. Huggins, Thomas E. Hyland, Thomas B. McGrath and Michael R. Rowe (the "Annual Meeting Proxy Solicitation Participants"). Together, the Merger Proxy Solicitation Participants and the Annual Meeting Proxy Solicitation Participants are referred to herein as the "Participants."
Crescendo Advisors beneficially owns 100 shares of common stock of the Company. Crescendo Partners II beneficially owns 2,568,200 shares of common stock of the Company. As the general partner of Crescendo Partners II, Crescendo Investments II may be deemed to beneficially own the 2,568,200 shares of the Company beneficially owned by Crescendo Partners II. Crescendo Partners III beneficially owns 126,500 shares of common stock of the Company. As the general partner of Crescendo Partners III, Crescendo Investments III may be deemed to beneficially own the 126,500 shares of the Company beneficially owned by Crescendo Partners III. Eric Rosenfeld may be deemed to beneficially own 2,694,900 shares of the Company, consisting of 100 shares held by Eric Rosenfeld and Lisa Rosenfeld JTWROS, 2,547,700 shares Mr. Rosenfeld may be deemed to beneficially own by virtue of his position as managing member of Crescendo Investments II, 126,500 shares Mr. Rosenfeld may be deemed to beneficially own by virtue of his position as managing member of Crescendo Investments III and 100 shares Mr. Rosenfeld may be deemed to beneficially own by virtue of his position as managing member of Crescendo Advisors. Mr. Ajdler beneficially owns 2,301 shares of the Company.
Timothy E. Brog beneficially owns 133,425 shares of common stock of the Company, John J. Jones beneficially owns 2,301 shares of common stock of the Company, and none of Michael Appel, Jeffrey D. Dunn, Charles C. Huggins, Thomas E. Hyland, Thomas B. McGrath and Michael R. Rowe beneficially own any shares of common stock of the Company.
