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 | | TOPPS POSTPONES SPECIAL MEETING OF STOCKHOLDERS TO VOTE ON PROPOSED MERGER UNTIL 3:00 PM TODAY | | | The Topps Company, Inc. | | 19/09/2007 | | | Topps Intends to Continue Soliciting Votes and Proxies During Postponement
The Topps Company, Inc. (Nasdaq: TOPP) today announced that the special meeting of Topps stockholders to consider and vote on the pending merger agreement with affiliates of The Tornante Company LLC and Madison Dearborn Partners, LLC has been postponed until 3:00 p.m. today.
Based on preliminary estimates of the vote count and discussions with a number of the Company's stockholders, the Company believes that substantially more votes are in favor of the transaction than against it, including stockholders who are in the process of voting or changing their votes to "FOR." However, at this time, the number of votes cast in favor of the transaction is not sufficient to approve the transaction under Delaware law. The Company has postponed the special meeting in order to provide an opportunity for these stockholders' votes to be received and for additional stockholders to vote "FOR" the merger.
The Company intends to continue to solicit votes and proxies in favor of the merger during the postponement. During this time, stockholders will continue to be able to vote their shares for or against the merger, or to change their previously cast votes.
Topps stockholders are reminded that their vote is extremely important, no matter how many or how few shares they own. During this period, stockholders are advised that if they have any questions or need any assistance in voting their shares, they should contact Topps' proxy solicitor, Mackenzie Partners, Inc., toll-free, at 1-800-322-2885.
The Topps Board continues to believe that the $9.75 per share all cash offer represents certain and good value to all Topps' stockholders. The Tornante -- Madison Dearborn transaction is the only binding offer to result from the Board of Director's extensive and thorough value-maximization process that started nearly three years ago. It has obtained all required domestic and foreign antitrust regulatory approvals relating to its acquisition of Topps.
Lehman Brothers Inc. is serving as sole financial advisor to Topps and Willkie Farr & Gallagher LLP is serving as legal advisor.
About The Topps Company, Inc.
Founded in 1938, Topps is a leading creator and marketer of sports and related cards, entertainment products, and distinctive confectionery. Topps entertainment products include Major League Baseball, NFL, NBA and other trading cards, sticker album collections, and collectible games. The Company's confectionery brands include "Bazooka" bubble gum, "Ring Pop," "Push Pop," "Baby Bottle Pop" and "Juicy Drop Pop" lollipops. For additional information, visit www.topps.com.
Forward Looking Statements
This release may contain "forward-looking statements," as such term is defined in the Private Securities Litigation Reform Act of 1995. Although Topps believes the expectations contained in such forward- looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. This information may involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, factors detailed in Topps' Securities and Exchange Commission filings available at http://www.sec.gov, the SEC's Web site. Free copies of Topps' SEC filings are also available on Topps' Web site at www.Topps.com or by contacting the company's proxy solicitor, Mackenzie Partners, Inc. at topps@mackenziepartners.com.
SOURCE The Topps Company, Inc. | |
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