TOPP Topps Co (MM)

Responds to False and Misleading Statements Made by the Company NEW YORK, June 4 /PRNewswire/ -- The Committee to Enhance Topps announced today that Arnaud Ajdler has delivered a letter to the Board of Directors of The Topps Company, Inc. (NASDAQ:TOPP) in response to certain false and misleading statements included in a letter from Arthur Shorin, Topps' Chairman and CEO, to Mr. Ajdler dated May 31, 2007. The full text of the letter follows: June 4, 2007 BY EMAIL AND FACSIMILE Board of Directors of The Topps Company, Inc. c/o Mr. Steven Gartner Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 Dear Fellow Members of the Board: In your May 31, 2007, letter, you indicate that the ad hoc committee (of which I am a member) approved the retention of Willkie Farr & Gallagher LLP ("Willkie Farr"), and you therefore wonder how I can question the independence of the law firm in light of its connection with one of our directors (Mr. Nusbaum is the Chairman of Willkie Farr). I have reviewed the detailed minutes of the ad hoc committee meetings and did not come across any mention of the approval of Willkie Farr by the ad hoc committee. The reason, of course, is because the ad hoc committee never approved the retention of Mr. Nusbaum's law firm. I find it particularly ironic that the Board uses a false statement in order to attempt to demonstrate my alleged "duplicity." In any case, you prefer not to address the real issues I raise. For your information, in another proxy contest involving infoUSA Inc., Glass Lewis, a proxy advisory firm, just recommended that stockholders withhold votes for an incumbent director because he is also a partner at a law firm which received more than $1 million from infoUSA for legal services. Glass Lewis stated in its report: "We view such relationships as potentially creating conflicts for directors, as they may be forced to weigh their own interests in relation to shareholder interests when making board decisions." Finally, in your communications, you like to repeat that Crescendo wants to take over Topps without paying stockholders for their shares. Once again, you are misleading your stockholders. When a buyer wants to take a company private, as Mr. Eisner and Madison Dearborn are attempting to do, the buyer pays stockholders a premium for their shares. While this premium is typically 20 to 30%, you have approved a transaction that would pay stockholders a meager 3% premium and a significant discount to where the shares are currently trading. As you well know, Crescendo is NOT trying to take the Company private. If the ill-advised Eisner merger is voted down, Crescendo will ask its fellow stockholders, the true owners of Topps, to replace seven of the incumbent directors on the Board with a new slate. This well-qualified slate is committed to taking all necessary actions to improve the company's capital structure and operations for the benefit of ALL the stockholders. As detailed in our proxy statement, we believe that the Company could be worth conservatively between $16 and $18 per share if managed properly. The concept that Crescendo is trying to take over Topps without paying stockholders for their shares is simply ludicrous and irrelevant since the Company would remain public and since any actions that the new slate would take to maximize stockholder value would benefit all of the Company's stockholders, not just Crescendo. Regards, /s/ Arnaud Ajdler 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 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 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"), Crescendo Investments II, LLC, a Delaware limited liability company ("Crescendo Investments"), 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 beneficially owns 2,547,700 shares of common stock of the Company. As the general partner of Crescendo Partners, Crescendo Investments may be deemed to beneficially own the 2,547,700 shares of the Company beneficially owned by Crescendo Partners. Eric Rosenfeld may be deemed to beneficially own 2,547,900 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 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. DATASOURCE: Crescendo Partners CONTACT: D.F. King & Co., Inc., +1-800-628-8532, for Crescendo Partners

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