Upper Deck to Re-File Hart-Scott-Rodino Pre-Merger Notification
17 Julho 2007 - 8:00PM
PR Newswire (US)
NORTH LAS VEGAS, Nev., July 17 /PRNewswire/ -- In connection with
the proposed acquisition of The Topps Company, Inc. (NASDAQ:TOPP)
(Topps) by The Upper Deck Company through its direct wholly-owned
subsidiary, UD Company, Inc., Upper Deck has withdrawn its
notification submitted to the Federal Trade Commission (FTC) under
the Hart-Scott-Rodino Antitrust Improvements Act (the "HSR Act").
Upper Deck plans to re-file its notification on July 19, 2007.
Upper Deck originally filed its HSR notification on July 2, 2007,
and its decision to withdraw and re-file its notification was
prompted in part by the July 4th holiday and by additional factors
outside of its control. By re- filing its notification with the
FTC, Upper Deck will have a full 15 day period after the re-filing
to discuss the transaction, and answer any questions raised by the
FTC. The waiting period under the HSR Act will expire at 11:59 pm
ET on August 3, 2007, unless this period is earlier terminated or
extended. Upper Deck remains confident that the transaction will
receive regulatory clearance. The Upper Deck Company has retained
CIBC World Markets Corp. as financial advisor and Liner,
Yankelevitz Sunshine & Regenstreif LLP as legal counsel, and
Paul, Weiss, Rifkind, Wharton & Garrison LLP as special counsel
in connection with anti-trust matters. IMPORTANT INFORMATION This
press release is neither an offer to purchase nor a solicitation of
an offer to sell any securities. Any tender offer will be made only
through an Offer to Purchase and related materials. In connection
with the tender offer, The Upper Deck Company and its direct
wholly-owned subsidiary UD Company, Inc. filed a Tender Offer
Statement on Schedule TO (containing an Offer to Purchase, a Letter
of Transmittal and related materials) with the U.S. Securities and
Exchange Commission. Investors and security holders of The Topps
Company, Inc. are advised to read these disclosure materials, and
other disclosures materials because these materials will contain
important information. You should consider the information
contained in the disclosure materials before making any decision
about the tender offer or whether to tender your shares. Investors
and security holders may obtain a free copy of the disclosure
materials and other documents filed by The Upper Deck Company and
UD Company, Inc. with the U.S. Securities and Exchange Commission
at the SEC's website at http://www.sec.gov/. The disclosure
materials may also be obtained from the Information Agent for the
tender offer at no cost after the tender offer is commenced.
CAUTIONARY STATEMENTS This release contains "forward-looking
statements" within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Exchange Act. Forward-looking
statements made in this press release are subject to risks and
uncertainties. Forward-looking statements include statements that
are predictive in nature, which depend upon or refer to future
events or conditions, which include words such as "believes,"
"plans," "anticipates," "estimates," "expects," "intends," "seeks"
or similar expressions. In addition, any statements we may provide
concerning future financial performance, ongoing business
strategies or prospects, and possible future actions, including
with respect to our strategy following completion of the offer and
our plans with respect to Topps, are also forward-looking
statements. Forward-looking statements are based on current
expectations and projections about future events and are subject to
risks, uncertainties and assumptions about Topps, economic and
market factors and the industry in which Topps does business, among
other things. You should not place undue reliance on
forward-looking statements, which are based on current
expectations, since, while Upper Deck believes the assumptions on
which the forward-looking statements are based are reasonable,
there can be no assurance that these forward-looking statements
will prove accurate. This cautionary statement is applicable to all
forward-looking statements contained in this press release. These
statements are not guarantees of future performance. All forward-
looking statements included in this press release are made as of
the date hereof and, unless otherwise required by applicable law,
we undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events
or otherwise. Actual events and results may differ materially from
those expressed or forecasted in forward- looking statements due to
a number of factors. About The Upper Deck Company Founded in 2003,
The Upper Deck Company is a premier sports and entertainment
publishing company which delivers a portfolio of relevant,
innovative and multi-dimensional product experiences to collectors,
sports and entertainment enthusiasts. For more information on The
Upper Deck Company and its products please visit
http://www.upperdeck.com/. DATASOURCE: The Upper Deck Company
CONTACT: Richard Foltynewicz, +1-702-633-0637, for The Upper Deck
Company Web site: http://www.upperdeck.com/
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