Proxy Advisory Firm Reiterates Recommendation: Vote 'Against' Eisner' S $9.75 Merger Proposal for Topps

Proxy Governance Inc. states that proposed transaction does not place a fair value on the company 


NEW YORK, Sept. 11  /PRNewswire-FirstCall/ -- The Committee to Enhance Topps announced today that Proxy Governance Inc. ("PGI"), a leading independent proxy advisory firm, has reiterated its recommendation that its clients vote AGAINST the merger agreement between The Topps Company, Inc. (NASDAQ:TOPP) and entities owned by Michael D. Eisner and Madison Dearborn Partners, LLC. Topps stockholders will vote on the proposal at the company's special meeting of stockholders to be held on September 19, 2007. In reaffirming its original recommendation to vote AGAINST the $9.75 merger proposal, PGI stated, "Our view is heavily influenced by market reaction to the deal and the opinion of market analysts, who do not appear to believe that the Tornante/MDP deal places a fair value on the company, particularly given the company's turnaround plan, which had begun to show positive results."

PGI concluded, "We have serious concerns regarding the process leading up to the proposed deal, including the board's disregard for the opposition expressed by the dissident board members, the apparent bias towards the Tornante/MDP offer under which management was guaranteed jobs, and the inadequate disclosure in the original proxy statement. We are also concerned with the board's apparent unwillingness to fairly negotiate with Upper Deck, and do not believe that the board provided a persuasive argument for not accepting Upper Deck's - now terminated - higher offer for the company's shares. It appears that the board was just unwilling to allow the company to be acquired by its primary competitor.  We recommend that shareholders vote the dissident's GOLD card."

Commenting on PGI's update, Eric Rosenfeld, President and CEO of Crescendo Partners stated, "We are delighted with PGI's reaffirmation of its recommendation that its clients vote AGAINST the ill-advised and inadequate Merger.  We are also gratified by the support that we have received from shareholders in our opposition to this deal."

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

The Committee to Enhance Topps (the "Committee"), together with the other participants named below, has made a definitive filing with the Securities and Exchange Commission ("SEC") of a proxy statement, a proxy supplement and an accompanying proxy card to be used to solicit votes in connection with the solicitation of proxies against a proposed merger between The Topps Company, Inc. (the "Company") and a buyout group that includes Madison Dearborn Partners, LLC, and an investment firm controlled by Michael Eisner, which will be voted on at a meeting of the Company's stockholders (the "Merger Proxy Solicitation").

Crescendo Advisors ("Crescendo Advisors"), together with the other participants named below, intends to make a preliminary filing with the Securities and Exchange Commission ("SEC") of a proxy statement and an accompanying proxy card to be used to solicit votes for the election of its nominees at the 2007 annual meeting of stockholders of Topps (the "Annual Meeting Proxy Solicitation").

THE COMMITTEE AND CRESCENDO ADVISORS ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT, AND OTHER PROXY MATERIALS, INCLUDING PROXY SUPPLEMENTS, IN CONNECTION WITH EACH OF THE MERGER PROXY SOLICITATION AND THE ANNUAL MEETING PROXY SOLICITATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT http://www.sec.gov/. IN ADDITION, THE PARTICIPANTS IN THE PROXY SOLICITATIONS WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR, D.F. KING & CO., INC. AT ITS TOLL-FREE NUMBER: [phone].

The participants in the Merger Proxy Solicitation are Crescendo Advisors LLC, a Delaware limited liability company ("Crescendo Advisors"), Crescendo Partners II, L.P., Series Y, a Delaware limited partnership ("Crescendo Partners II"), Crescendo Investments II, LLC, a Delaware limited liability company ("Crescendo Investments II"), Crescendo Partners III, L.P., a Delaware limited partnership ("Crescendo Partners III"), Crescendo Investments III, LLC, a Delaware limited liability company ("Crescendo Investments III"), Eric Rosenfeld, Arnaud Ajdler and The Committee to Enhance Topps (the "Merger Proxy Solicitation Participants").

The participants in the Annual Meeting Proxy Solicitation include the Merger Proxy Solicitation Participants, together with Timothy E. Brog, John J. Jones, Michael Appel, Jeffrey D. Dunn, Charles C. Huggins, Thomas E. Hyland, Thomas B. McGrath and Michael R. Rowe (the "Annual Meeting Proxy Solicitation Participants"). Together, the Merger Proxy Solicitation Participants and the Annual Meeting Proxy Solicitation Participants are referred to herein as the "Participants."

Crescendo Advisors beneficially owns 100 shares of common stock of the Company. Crescendo Partners II beneficially owns 2,568,200 shares of common stock of the Company. As the general partner of Crescendo Partners II, Crescendo Investments II may be deemed to beneficially own the 2,568,200 shares of the Company beneficially owned by Crescendo Partners II. Crescendo Partners III beneficially owns 126,500 shares of common stock of the Company. As the general partner of Crescendo Partners III, Crescendo Investments III may be deemed to beneficially own the 126,500 shares of the Company beneficially owned by Crescendo Partners III. Eric Rosenfeld may be deemed to beneficially own 2,694,900 shares of the Company, consisting of 100 shares held by Eric Rosenfeld and Lisa Rosenfeld JTWROS, 2,547,700 shares Mr. Rosenfeld may be deemed to beneficially own by virtue of his position as managing member of Crescendo Investments II, 126,500 shares Mr. Rosenfeld may be deemed to beneficially own by virtue of his position as managing member of Crescendo Investments III and 100 shares Mr. Rosenfeld may be deemed to beneficially own by virtue of his position as managing member of Crescendo Advisors. Mr. Ajdler beneficially owns 2,301 shares of the Company. Timothy E. Brog beneficially owns 133,425 shares of common stock of the Company, John J. Jones beneficially owns 2,301 shares of common stock of the Company, and none of Michael Appel, Jeffrey D. Dunn, Charles C. Huggins, Thomas E. Hyland, Thomas B. McGrath and Michael R. Rowe beneficially own any shares of common stock of the Company. 

DATASOURCE: The Committee to Enhance Topps



CONTACT:  D.F. King & Co., Inc., [phone], for The Committee to

Enhance Topps

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