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Boston College Law School

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Wednesday, August 1, 2007

Topps Postpones Shareholder Meeting

The Topps Company, Inc. announced yesterday that it had postponed the special meeting of Topps' stockholders to vote on the proposed merger agreement with Michael Eisner's The Tornante Company LLC and Madison Dearborn Partners, LLC to August 30, 2007.  The record date is now August 10, 2007. 

Upper Deck's competing, higher bid is still in the HSR Act waiting period being reviewed by the FTC or DOJ.  The waiting period under the HSR Act for the Upper Deck bid will expire at 11:59 pm ET on August 3, 2007, unless this period is earlier terminated or extended.  Given this, Topps had no choice but to postpone its own shareholder meeting.  By the time the Topps shareholder meeting is held, the FTC or DOJ will have decided whether to initiate a second request concerning the Upper Deck acquisition proposal; if a second request is made it would postpone the Upper Deck bid by several months at best.  In a few days Topps board and its shareholders will thus be in a better position to assess the Upper Deck bid and choose.  But the choice will become much harder if a second request is made forcing Topps shareholders to decide between a lower, certain bid and Upper Deck's less sure and delayed higher one.  For more see Upper Deck Tries to Buy Time, Topps and Upper Deck: The Antitrust Risk.

http://lawprofessors.typepad.com/mergers/2007/08/topps-postpones.html

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