Crescendo Partners Elects Appraisal Rights in Connection With $9.75 Merger Agreement

Critical of Delay Tactics Used by Executive Committee of the Topps Board in Narrowly Obtaining Required Vote to Approve the Proposed $9.75 Merger 


NEW YORK, Sept. 19  /PRNewswire/ -- Crescendo Partners II, L.P., Series Y and Crescendo Partners III, L.P. announced today that it has elected to assert appraisal rights with respect to the shares it owns of The Topps Company, Inc. (NASDAQ:TOPP)  in connection with the merger agreement between Topps and entities owned by Michael D. Eisner and Madison Dearborn Partners, LLC.

Crescendo Partners also announced today its extreme displeasure with the tactics employed by the Executive Committee of the Topps Board in order to just barely obtain the vote required to approve the proposed $9.75 merger, including (i) postponing the special meeting twice for no reason other than that Topps lacked the number of votes required to approve the deal, (ii) disseminating materially misleading proxy materials to the Company's shareholders, (iii) running a flawed sale process and (iv) excluding Arnaud Ajdler, Timothy Brog and John Jones from the process and preventing them from carrying out their respective duties as directors.

Crescendo Partners also expressed its disappointment that Mr. Eisner and Madison Dearborn now stand to usurp the underlying intrinsic value of the Company from its shareholders and reap the benefits of acquiring the Company while it is at a potential bottom and in the middle of a restructuring process that was beginning to bear fruit.  Crescendo Partners believes that if the Company had spent the same amount of time and money on improving the operating performance of the Company as it did on campaigning and soliciting for this ill-advised deal, then the Company would have been able to unlock substantially more value for its shareholders.

Contact info:  Eric Rosenfeld or Arnaud Ajdler of Crescendo Partners at

[phone] 

DATASOURCE: Crescendo Partners II, L.P.



CONTACT:  Eric Rosenfeld or Arnaud Ajdler, of Crescendo Partners,

[phone] 

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