|09-19-2007, 04:23 PM||#1 (permalink)|
Join Date: Jun 2007
(eisner Deal Gets Thumbs Up Says Topps' Shorin)
(EISNER DEAL GETS THUMBS UP SAYS TOPPS' SHORIN)
After more than a year of waiting, haggling, hoping and probably even praying, Arthur Shorin has his wish. The Topps CEO announced today after a special meeting there were enough votes to approve the sale of the company to a Michael Eisner led group for $9.75 a share, or $385 million. Details of the vote won't be released for about 10 days but Shorin announced the deal would go through.
"Topps shareholders have approved a $385.4 million private equity takeover of the baseball card and Ring Pop candy maker," the company said.
The vote on the Eisner deal was delayed for several hours today because Topps officials said they did not have enough votes to approve the deal, but many votes had not been cast. Delaware law (Topps is a Delaware Corporation) require more than a 50-percent vote to approve such a deal. Board member Tim Brog charged Topps was just using the extra time to try and persuade some of those who had not voted yet, to vote for the deal.
Topps meanwhile responded to Brog's comment Topps was trying hijack democracy by saying it was ridiculous. Furthermore it wanted to give voters more time. Eisner went on the record last week saying the price of $9.75 a share or $385 million was his best and final offer, despite the fact UD had offered $10.75 before it pulled out.
During the last few days another big player gave it's support to Topps and the Tornante deal. Mario Gabelli, a fund manager who owns seven percent of Topps, urged the deal onward backing Topps management in the sale.
Three of the four proxy consultant firms suggested a "no" vote saying there were a number of problems and the price was too low. Meanwhile dissident board members were still pushing voters to kill the package. They want to replace Topps board of directors with a new group, and buy back stocks through a sort of Dutch Auction at just around $10 per share. The stock is trading between $9 and $10 over the last few days.
It was just a couple weeks ago Upper Deck pulled out charging Topps was dragging it's feet and wasn't giving UD the information it needed to make the sale. Topps continued to say UD wasn't really serious and just wanted to get all the inside information it could on contracts, league deals and Topps distribution network. Each company threatened to sue the other.
Eisner's plan is to add the brand and the icons including Bazooka Joe to his multi-media internet company. Upper Deck wanted to fire the management team and meld the Topps brands, Topps Vault and the icons into it's own company. Not much was said about the candy company portion of Topps by UD but it was assumed UD would have spun it off.