Upper Deck and Topps Receive Hart-Scott-Rodino Clearance for Proposed Merger
07 Agosto 2007 - 4:48PM
PR Newswire (US)
NORTH LAS VEGAS, Nev., Aug. 7 /PRNewswire/ -- The Upper Deck
Company (Upper Deck) today announced that the waiting period under
the Hart-Scott- Rodino Antitrust Improvements Act (HSR), with
respect to Upper Deck's pending acquisition of The Topps Company,
Inc. (NASDAQ:TOPP) (Topps) expired at 11:59 p.m. (Eastern Time) on
Friday, August 3, 2007. As announced previously on June 25, 2007,
Upper Deck, through its direct wholly-owned subsidiary, UD Company,
Inc., commenced a tender offer for all outstanding shares of Topps
at a price of $10.75 per share net to the seller in cash without
interest, less brokerage fees and less any required withholding
taxes. The tender offer is set to expire at 12:00 midnight, New
York City time, on Friday, August 10, 2007. As of August 3, 2007,
10,826,327 shares had been tendered (27.9% of the outstanding
shares). Upper Deck 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, Upper Deck 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 Topps 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 Upper Deck 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 Upper Deck Founded in
2003, Upper Deck 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 Upper Deck and
its products please visit http://www.upperdeck.com/. DATASOURCE:
Upper Deck CONTACT: Richard Foltynewicz, +1-702-633-0637, for Upper
Deck Web site: http://www.upperdeck.com/
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