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Old 08-22-2007, 07:00 AM   #1 (permalink)
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Default (upper Deck Pulls Out Of Deal To Buy Topps, May Sue Instead)

(UPPER DECK PULLS OUT OF DEAL TO BUY TOPPS, MAY SUE INSTEAD)

In a sharp turnaround and only days away from the vote to seal the fate of The Topps Company, chief rival Upper Deck has withdrawn it's $10.75 per share tender offer and ended it's bid to buy Topps. In a strongly worded letter, Upper Deck attorney's charged Topps had no intention of selling the company to Upper Deck and instead was bent on making the deal with former Disney CEO Michael Eisner stick (Eisner offered $9.75). This letter came in response to a letter sent to UD by Topps Chairman Arthur Shorin.

"In short your letter is a transparent effort to create noise in order to discredit the UD transaction, promote the Tornante/Madison Dearborn merger favored by Topps entrenched management and to insulate Topps from potential liability to it's shareholders by cynically attempting to shift the blame to UD for a breakdown of the merger," the letter proclaimed. "In fact, for months UD has endeavored in good faith to consuamte a merger with Topps which would provide significant benefits to Topps and its shareholders...Topps however has erected a series of hurdles designed to frustrate UD's ability to move forward."

The letter stated UD continued to ask for key financial information including league contracts, player information and most crucial Profit and Loss figures on the brands of trading cards along with the distribution program for Whiz Kids. UD charged Topps would only give this information after certain requirements were met and some of it even after the deal was done.

UD said it needed the information before concluding the deal while Topps was not ready to give up such vital information fearing UD would not conclude the deal but would have gained invaluable competitive information about it's rival in the business. The latter from a layman's view seems reasonable although from UD's point of view the information was important before buying the company. Such as full disclosure agreements are required in purchasing a home.

Upper Deck, an extremely litigous company, is holding out it's option to take Topps and it's management to court over the matter for later.

"These roadblocks have been created by Topps as part of a deliberate effort to discredit UD (both publically and internally with Topps employees whom UD would need to rely post-closing of this acquistion) defeat UD's offer and justify management's continued shameless support of the less favorable Tornante/Madison Dearborn transaction," the letter went on to say. "UD is left no choice but to immediately terminate its tender offer, as well as all merger discussion with Topps while reserving all of its rights to seek redress against Topps and those responsible for the collapse of this transaction."

At this point any shares tendered to UD will be returned. This effectivly ends Upper Deck's quest to purchase Topps but possibly only for the moment because at this point the deal to Eisner is no cinch. See story below.
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Old 08-22-2007, 10:20 AM   #2 (permalink)
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All I know is that if Upper Deck were to acquire Topps I would completely quit the hobby.
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Old 08-22-2007, 10:31 AM   #3 (permalink)
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who cares what UD thinks about the deal....... i don't
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Old 08-22-2007, 11:35 AM   #4 (permalink)
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who cares what UD thinks about the deal....... i don't
LOL! I agree. I think Blowout posted this to give each of us a big sigh of relief.
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Old 08-22-2007, 12:08 PM   #5 (permalink)
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Thank goodness. I didn't want to stop collecting, but I would have. Did you guys see the interviews in Beckett baseball magazine with Topps and UD? The Topps guy gave clear, informative responses to most of the questions. The UD guy was vague, short, and/or flat-out wrong. What a joke UD is.
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Old 08-22-2007, 12:43 PM   #6 (permalink)
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Boy UD has some brass balls (why am I not surprised based on some of the "value" they claim is in their products) in basiclly crying Topps was not dealing in good faith. Wasn't it UD that originally made a phoney offer with imaginary backers that didn't exist in order to get a peek at Topps' books ? Then when they were done playing games and made a legit offer they think Topps should just cater to them ? Seems to me UD is now just trying to screw with Topps with this stupid threathened law suit. I hope nothing comes out of this for UD. I hate to see people try and find loopholes in the courts to milk others for money they don't deserve.
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Old 08-22-2007, 01:00 PM   #7 (permalink)
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Look, UD claims to have offered $1 more per share than the next highest bidder for Topps, if I read it correctly. Obviously, some shareholders would have like that deal better, and may have purchased additional shares making the price go up. Now, not only is UD not purchasing, they are threatening to sue. This will only devalue the shares of the stock, IMO, and that is probably exactly what UD is trying to do.
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Old 08-22-2007, 01:30 PM   #8 (permalink)
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All I know is that if Upper Deck were to acquire Topps I would completely quit the hobby.

as would I and as a hockey guy I have NO CHOICE but to deal with those bastards at UD...........it just slays me to buy their products when it is more than clear they have no interest in me as either a dealer or a collector......
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Old 08-22-2007, 02:31 PM   #9 (permalink)
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I am assuming that was copied and pasted from something. I'd like to see a source. (Is it the Brill Report like a lot of the news items here are?)

UD's tone is amusing in the quotes. Someone has a small member over there. That's why I like the message board here. We're all "Members." All our Members are the same size (no junior or senior ones). Even the women have the same size Members as the men.
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Old 08-22-2007, 04:10 PM   #10 (permalink)
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I am assuming that was copied and pasted from something. I'd like to see a source. (Is it the Brill Report like a lot of the news items here are?)

UD's tone is amusing in the quotes. Someone has a small member over there. That's why I like the message board here. We're all "Members." All our Members are the same size (no junior or senior ones). Even the women have the same size Members as the men.

We got a good laugh at this at anti-trust this morning. This has been a three ring circus from the beginning. Let Upper Deck sue, what this means is that 2007 isn't the last year of Bowman Chrome, Topps Heritage, and the other things that makes Topps great! Now if they can just get a hockey license again. Bring back Pristine and Vending cases!
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Old 08-22-2007, 04:16 PM   #11 (permalink)
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Thank goodness. I didn't want to stop collecting, but I would have. Did you guys see the interviews in Beckett baseball magazine with Topps and UD? The Topps guy gave clear, informative responses to most of the questions. The UD guy was vague, short, and/or flat-out wrong. What a joke UD is.
I was just reading some more of the quotes this morning - the Topps answers are "down to earth", while the Upper Deck answers sounded like they were out of some legal textbook.

That tone is reflected in the products of both - IMHO!
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Old 08-22-2007, 06:46 PM   #12 (permalink)
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Quote:
Originally Posted by Jughead View Post
I am assuming that was copied and pasted from something. I'd like to see a source. (Is it the Brill Report like a lot of the news items here are?)

UD's tone is amusing in the quotes. Someone has a small member over there. That's why I like the message board here. We're all "Members." All our Members are the same size (no junior or senior ones). Even the women have the same size Members as the men.
From the online NY Times:

http://www.nytimes.com/2007/08/22/bu...ss&oref=slogin
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Old 08-22-2007, 06:59 PM   #13 (permalink)
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That's a different article about the same thing. I want to know the source for this article, because it's rife with typos, and I want to know whose Web team is making such mistakes so I can mock them. (Keeping typos off of hds.com is what I do for a living. There's tons of them now because I've only been here 10 days, but give me time, and they will vanish.)
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Old 08-22-2007, 08:56 PM   #14 (permalink)
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Quote:
Originally Posted by KaraandMelliesDaddy View Post
We got a good laugh at this at anti-trust this morning. This has been a three ring circus from the beginning. Let Upper Deck sue, what this means is that 2007 isn't the last year of Bowman Chrome, Topps Heritage, and the other things that makes Topps great! Now if they can just get a hockey license again. Bring back Pristine and Vending cases!

Pristine Hockey was awesome- man the good ole days!! Gee and that was only one year, image if they got the ball, er puck rolling.........
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Old 08-22-2007, 11:47 PM   #15 (permalink)
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Thank god UD so far hasn't bought TOPPS.
I just think that it would be a BIG blow to the collecting industry, selling and the like. Lets face it...you just couldn't win with ONE manufacturer as the main leader. This is just the facts...
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