Topps Postpones Special Meeting of Stockholders to Vote on Proposed Merger Until 3:00 PM Today
September 19 2007 - 11:09AM
PR Newswire (US)
Topps Intends to Continue Soliciting Votes and Proxies During
Postponement NEW YORK, Sept. 19 /PRNewswire-FirstCall/ -- 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 http://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 http://www.topps.com/ or by contacting the company's proxy
solicitor, Mackenzie Partners, Inc. at . DATASOURCE: The Topps
Company, Inc. CONTACT: Investors, Betsy Brod, or Lynn Morgen, both
of MBS Value Partners, LLC, +1-212-750-5800; or Dan Burch,
+1-212-929-5940, or Dan Sullivan, both of Mackenzie Partners, Inc.,
+1-800-322-2885; or media, Joele Frank, or Sharon Stern, both of
Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449, all for
The Topps Company, Inc. Web site: http://www.topps.com/
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