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# Wednesday, August 22, 2007
Upper Deck Won't Buy Topps
Posted by tuff

Upper Deck has dropped its offer to buy Topps, saying Topps was doing everything it could to stonewall its efforts to complete an acquisition. Topps accused Upper Deck of not being sincere about its intentions to buy the company with a "disingenuous" stock tender offer.

This has been the most fascinating hobby related story I’ve covered in my 18 years working in this industry for a variety of reasons.

First, this was a very public battle. It had to be, because Topps is a publicly traded company. Anything that could have influenced shareholders reaction to Upper Deck’s stock offer had to be made available to them.

Even though Upper Deck is a private company, it had to make a certain amount of its dealings in this case public as well. So most of what took place had to be issued via press releases or filings with the Securities and Exchange Commission. Rarely have negotiations of any kind between card companies been this public.

Another interesting, and somewhat scary, part of this story is that the best interests of the hobby have nothing to do with its final outcome. The sale of a public company like Topps is determined solely by a vote of its shareholders. Shareholders decide on the merits of any offer based solely on its price per share, not how will affect the card market. Again, that’s the nature of publicly traded companies.

This has also been an interesting story because there have been so many twists and turns. In March, Topps announced it reached a deal with a group of investors lead by Michael Eisner, the former CEO of Walt Disney. He’s a pretty big name in the business world, and his interest in a trading card market that has been shrinking in recent years made headlines. Then you had the competing offer from Upper Deck, which seemed to come out of nowhere. There were questions as to why UD would want to spend $420 million on Topps? Was it a legitimate offer, or just the chance to peek into the books of its largest competitor?

Added into the drama is the fact there has been a hedge fund group called Crescendo Partners that, for the better part of two years, has been trying to overthrow the management at Topps. They wanted to force a sale of the company, but the price Topps agreed to with Eisner’s firms is far too low, in their opinion. They’ve been hopping mad about this deal since day one, and they weren’t enthralled with Upper Deck’s offer, either. They’re still hoping to get Eisner’s deal voted down by shareholders, elect their own representatives to the Topps board, and eventually sell the company for a higher price.

The latter scenario could still happen. Again, it’s a little concerning to think of people who know very little about sports trading cards coming in to run a company with as much hobby tradition and following as Topps, knowing their primary goal is to sell it to somebody else in a few years.

Granted, Eisner’s company could also come in and sell Topps to someone else a few years down the road. But at least that hasn’t been the expressed intent of this potential ownership group. And I’m sure Topps wouldn’t have sold the company to someone who would have stated that objective up front. After all, Topps’ current chairman, Arthur Shorin, is the son of one of the three Shorin brothers who founded the company more than 70 years ago.

There’s still some drama to unfold in the Topps sage, with the next big chapter in this story to be written when shareholders cast their votes next Thursday.
   



Wednesday, August 22, 2007 11:15:46 PM (GMT Daylight Time, UTC+01:00)  #  Comments [6]