The board of directors of the Topps Company is urging Topps shareholders to reject Upper Deck's offer of $10.75 per share in favor of a lower bid of $9.75 per share from Michael Eisner's Tornante Company ('tornante' refers to a hairpin turn in Italian).  Responding to Upper Deck's tender offer (see 'Upper Deck Issues Cash Tender Offer') the Topps board cited a number of factors in its exhortation to stockholders to accept a 9% lower bid from Tornante including the risk of antitrust regulatory intervention involved in Topps' acquisition by another card company, and Upper Deck's inclusion of a number 'of conditions of consummation' (in particular a robust 'material adverse change' condition) that are in Topps' view extremely subjective and could allow Upper Deck to lower its offer. 

While some industry observers have played down the antitrust argument since the barriers to entry for a new trading card company are low, there is no telling how licensors such as Major League Baseball would react to a deal that could leave the sports card market a far less competitive place.  Still the main thrust of Topps' Board of Directors' objections to Upper Deck's cash tender offer appears to be that, because of the conditions attached to the offer, there is no guarantee that a deal with Upper Deck would actually end up at the announced $10.75 per share price.