TOPP Topps Co (MM)

Calls on the Majority Members of the Topps Board to Immediately Resign and Urges Stockholders to Vote Against the Ill-Advised and Inadequate $9.75 Merger NEW YORK, Aug. 22 /PRNewswire/ -- The Committee to Enhance Topps announced today that it has sent a letter to the stockholders of The Topps Company, Inc. (NASDAQ:TOPP). The full text of the letter follows: AN IMPORTANT MESSAGE TO THE TOPPS COMPANY, INC. STOCKHOLDERS FROM THE COMMITTEE TO ENHANCE TOPPS Arthur Shorin and his So-Called "Executive Committee" Have Scared Away Upper Deck! Do Not Let Them Now Scare You into Voting for the Ill-Advised and Inadequate $9.75 Merger! Vote the GOLD Proxy Card Today Against the Ill-Advised Eisner Merger! August 22, 2007 Dear Fellow Topps Stockholder: Do Not Be Fooled! Despite what the Topps Board may be telling you, The Upper Deck Company ("Upper Deck") withdrew its tender offer bid because Arthur Shorin and his so-called "Executive Committee" refused to negotiate in good-faith. We believe the Executive Committee never had any intention of completing a deal with Upper Deck, even if it meant the most value for the Company's stockholders. The Executive Committee has favored the inadequate $9.75 Merger with Michael Eisner and Madison Dearborn throughout the entire sale process because, in our opinion, its members have interests that are not aligned with the best interests of the Company's stockholders. Don't just take our word for it. Here is what the Delaware Court of Chancery and two leading independent proxy advisory firms, Institutional Shareholder Services Inc. and Glass Lewis & Co., have had to say regarding the Topps Board's sale process and its willingness to complete a deal with Upper Deck: According to the Delaware Court: "Although [Arthur] Shorin and the other defendants claim that they truly desire to get the highest value and want nothing more than to get a topping bid from Upper Deck that they can accept, their behavior belies those protestations. In reaching that conclusion, I rely not only on the defendants' apparent failure to undertake diligent good faith efforts at bargaining with Upper Deck, I also rely on the misrepresentations of fact about Upper Deck's offer that are contained in Topps's public statements." According to Glass Lewis: "We are deeply troubled by the process the board undertook in arriving at the proposed deal ... additionally, we believe the board has provided weak justification for initially discontinuing negotiations with Upper Deck during the go-shop period when Upper Deck's offer presented a considerably higher per share price than the proposed consideration." According to ISS: "Overall we believe the sale process had flaws, and the company's openness to a deal with Upper Deck was questionable." Enough is Enough! The Committee to Enhance Topps calls on the majority members of the Topps Board to resign their positions effective immediately. Their failures are countless. The actions of the Executive Committee violate the most basic principles of corporate governance and are an insult to both corporate democracy and the Company's stockholders alike. In fact, the track record of this Board has only worsened as the process has dragged on. Recently, Vice Chancellor Strine of the Delaware Court concluded that the Topps Board delivered and filed misleading proxy materials to its stockholders and the Topps Board has further entrenched itself by refusing, despite repeated requests, to schedule its 2007 Annual Meeting for the election of directors in accordance with Delaware law. The Company's stockholders deserve an independent, non-conflicted board that will truly look out for stockholders' best interests. The Committee has assembled a slate of highly qualified director nominees who collectively have vast expertise in several areas, including entertainment, confectionary, strategic turnarounds, marketing, brand management and sports management. The Committee Has Both a Well-Qualified Slate and a Better Alternative for Maximizing Stockholder Value Ready if the Inadequate Merger is Voted Down The Committee urges stockholders to vote down the $9.75 Eisner Merger and replace the existing Topps Board with the Committee's slate of highly qualified business executives that, if elected, would engage in value enhancing activities for the benefit of ALL stockholders. In particular, we believe that Topps needs to fix its capital structure, upgrade its senior management team and continue to improve its operations. If elected, our nominees will conduct a modified "Dutch Auction" tender offer to buy back $110 million of shares between $10.00 to $10.50 per share - around 28% of the Company's shares outstanding. Our nominees would also seek to upgrade senior management by hiring a new CEO with extensive marketing and turnaround experience, and who will bring a fresh perspective to the organization. We have had discussions with potential well-qualified candidates who have the requisite qualifications and credentials to take the Company to the next level. Our slate of director nominees clearly demonstrates our ability to assemble the best team possible. By contrast, Topps is currently managed day-to-day by Scott Silverstein, the CEO's son-in-law, a former lawyer with no business experience beyond Topps. We Believe That Topps' Shares Could Be Worth an Enterprise Value (net of debt) Between $16 and $18 Per Share in 2 Years By focusing on these value-enhancing changes, the Committee believes that Topps' shares could be worth an enterprise value (net of debt) between $16 and $18 per share in two years, not taking into account an M&A premium that could yield a higher valuation. We are not the only ones who believe that there is significant intrinsic value to be unlocked in Topps. Sean P. McGowan, an analyst at Wedbush Morgan Securities who Forbes recently ranked #1 in the Leisure Equipment & Products industry in its 2007 Best Analysts-Earnings Estimators survey, stated the following in a Research Note dated June 19, 2007 regarding a scenario in which the Committee's director nominees are elected to the Topps Board: "We believe that this scenario might actually have been the one that could realize the most value over time, because we believe the company's fortunes continue to improve and that better management could, over a period of 18-24 months, have produced value well in excess of $15 per share." By Voting Against the Ill-Advised $9.75 Merger, You are Not Gambling with Your Investment - You are Protecting It! Crescendo Partners has been in Situations Like this Before and Successfully Unlocked Value for Stockholders In 2005, Crescendo Partners, a Computer Horizons stockholder, solicited support against what Crescendo Partners believed to be an ill-advised merger between Computer Horizons and Analysts International. After the merger was voted down by Computer Horizons stockholders at a special meeting, Crescendo Partners successfully replaced the existing Computer Horizons Board with five new board members, including Eric Rosenfeld. The new Computer Horizons Board replaced management and explored all strategic alternatives available to maximize stockholder value, which resulted in stockholders approving a plan of liquidation and an expected distribution of $4.68-$4.81 per share, a return of about 60% since Crescendo Partners first became involved. Crescendo Partners has also successfully changed management in other public companies where we had board representation, including Emergis, Inc., Ad Opt Technologies, Inc., Spar Aerospace Ltd. and Sierra Systems Group, Inc., resulting in subsequent increases in stockholder value. The $9.75 Merger is Simply Inadequate! The Committee urges stockholders to vote down the Eisner Merger because we believe that: -- the $9.75 per share Merger consideration is inadequate; -- the process that led to the signing of the Eisner Merger Agreement was flawed; and -- a better alternative exists for maximizing stockholder value. Eisner's $9.75 offer price represents a meager 3% premium to the average closing price of the shares for the 20 trading days preceding the announcement of the Eisner Merger and was obtained through a flawed sale process. The Topps Board did not shop the Company prior to signing the Eisner Merger to get the highest possible price for stockholders but instead was satisfied to sell the business at an inadequate price to a buyer who promised to keep management in place. We Urge the Company to Hold the Special Meeting on August 30th Without Further Delay! The Company has already postponed the special meeting by more than two months because it was forced by the Delaware Court to correct material omissions and materially misleading statements in its proxy statement. The Company should not be allowed to further postpone the special meeting in the event that the voting results are not to its liking, as might be done in a "banana republic." It is time to let the stockholders vote! PROTECT YOUR INVESTMENT TODAY BY VOTING AGAINST THE ILL-ADVISED EISNER MERGER! VOTE THE GOLD PROXY CARD TODAY! If you have any questions, please feel to call us directly at (212) 319- 7676. You may also call D.F. King & Co., Inc., which is assisting the Committee, toll-free at (800) 628-8532. Sincerely yours, Eric Rosenfeld & Arnaud Ajdler The Committee to Enhance Topps 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, a proxy supplement 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, INCLUDING PROXY SUPPLEMENTS, 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 II"), Crescendo Investments II, LLC, a Delaware limited liability company ("Crescendo Investments II"), Crescendo Partners III, L.P., a Delaware limited partnership ("Crescendo Partners III"), Crescendo Investments III, LLC, a Delaware limited liability company ("Crescendo Investments III"), 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 II beneficially owns 2,568,200 shares of common stock of the Company. As the general partner of Crescendo Partners II, Crescendo Investments II may be deemed to beneficially own the 2,568,200 shares of the Company beneficially owned by Crescendo Partners II. Crescendo Partners III beneficially owns 126,500 shares of common stock of the Company. As the general partner of Crescendo Partners III, Crescendo Investments III may be deemed to beneficially own the 126,500 shares of the Company beneficially owned by Crescendo Partners III. Eric Rosenfeld may be deemed to beneficially own 2,694,900 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 II, 126,500 shares Mr. Rosenfeld may be deemed to beneficially own by virtue of his position as managing member of Crescendo Investments III 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: The Committee to Enhance Topps CONTACT: D.F. King & Co., Inc., 1-800-628-8532

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