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Upper Deck, Eisner group both seeking to buy Topps

5/24/2007 - MLB

NEW YORK -- The Upper Deck Co. has made a pitch to buy The
Topps Co., a bid that would join two iconic baseball card makers
that have sold sports memorabilia to generations of fans young and
old.

The offer price of $10.75 a share trumps a bid earlier this year
from a group of investors led by former Disney CEO Michael Eisner.
Topps, maker of baseball cards and Bazooka bubble gum, said
Thursday it was not sure Upper Deck's bid is a superior offer.

Eisner's Tornante Co. LLC and the Chicago-based private equity
firm Madison Dearborn Partners LLC had agreed to pay $9.75 a share,
which represented a premium of 9.4 percent when they first made the
offer in early March. That deal received regulatory approval on
April 3 and has been scheduled for a shareholder vote on June 28.

The group led by Eisner agreed to let New York-based Topps
negotiate with Upper Deck, which is in Carlsbad, Calif.

Topps, founded in 1938, makes trading cards that feature
athletes of Major League Baseball, the NFL and NBA. In addition to
Bazooka bubble gum, it owns the Ring Pop and Push Pop brands and
makes sticker album collections.

The Eisner-led deal had been opposed by three out of 10 Topps
board members and the investment firm Crescendo Partners II.
Crescendo managing partner Arnaud Ajdler has a seat on Topps' board
and had argued that the deal undervalued the company after a
"flawed" negotiation process.

Eric Rosenfeld of Crescendo -- who with Ajdler leads The
Committee to Enhance Topps -- said Thursday that the firm was
reviewing the proposal from Upper Deck.

Upper Deck had originally expressed interest during a 40-day
"go shop" period that ended April 14. It has now submitted a new
"highly confident" letter from an unnamed commercial bank. Topps
said it had been concerned about Upper Deck's ability to finance
the deal, as well as its insistence on limiting its liability if
antitrust regu5lators do not approve the deal.

A call to Upper Deck was not immediately returned.

Eisner was CEO of The Walt Disney Co. for two decades until
2005. Disney owns theme parks, movie studios and the ABC, ESPN and
Disney TV networks.

Shares of Topps rallied 45 cents on the news, nearly 5 percent,
to $10.23 in midday trading Thursday.