The battle between The Topps Company and Upper Deck has continued this week as both companies have released letters expressing their frustration with the progress and conduct of negotiations over a proposed takeover of Topps by Upper Deck. Last Friday the proposed acquisition of Topps by Upper Deck cleared the antitrust hurdle (Topps had negotiated a lower priced takeover by the Micheal Eisner-led Tornante group and cited anti-trust concerns in rejecting a higher bid by Upper Deck -- see 'Topps Board Cautions Against') when the waiting period for the Hart-Scott-Rodino Act expired without any actions from the government challenging the deal.
But the removal of that potential impediment did not lead to any immediate deal, and on Wednesday Topps went public with a letter criticizing Upper Deck for not finalizing the deal. The Topps letter continued to display the bitter tone that has characterized the public negotiations between the two sides: 'Upper Deck's behavior has raised an increasing amount of skepticism among our directors as to whether Upper Deck truly intends to acquire Topps, or whether it is simply taking steps to interfere with the current transaction with Tornante-MDP and otherwise harm Topps' business... We urge Upper Deck to start behaving like a motivated buyer if in fact it wishes to acquire Topps.' Topps' letter questioned whether or not Upper Deck's financing plans had run into problems (a concern which, whether unfounded or not, has some resonance given the current state of the capital market).
