Responding to calls from dissident shareholders the Topps Company has announced that it will hold a stockholders meeting on August 30th to consider and vote on a merger agreement with the Michael Eisner-lead Tornante Company. Topps claims it is going to support the best possible outcome for all Topps stockholders and is waiting for the results of Upper Deck's latest antitrust filing with Federal Trade Commission. Upper Deck has made an offer for Topps stock that has a top price that is $1.00 more per share than the Eisner group's bid, but the Eisner group's bid has already overcome the antitrust hurdles.
On Monday Eric Rosenfeld, the CEO of Crescendo Partners, the largest single Topps shareholder, demanded that a shareholder's meeting be held by September 25th. At the meeting Crescendo will offer its own slate for the Topps Board of Directors and if successful plan to conduct a modified 'Dutch Option' tender offer 'to fix the company's capital structure.' Rosenfeld indicated that he feels that Topps shares could be worth 'an enterprise value (net of debt) between $16 and $18 per share in two years, not counting a M&A premium that could yield a higher valuation,' a major difference from the $10.75 per share offered by Upper Deck and the $9.75 from the Eisner group.