TOPP Topps Co (MM)

Glass Lewis & Co. "Deeply Troubled" by the Company's Sale Process and "Disturbed" by Board's Exclusion of Directors Ajdler and Brog NEW YORK, Aug. 21 /PRNewswire/ -- The Committee to Enhance Topps announced today that Glass Lewis & Co. has recommended that stockholders of The Topps Company, Inc. (NASDAQ:TOPP) vote AGAINST the Merger Agreement between Topps and entities owned by Michael D. Eisner and Madison Dearborn Partners, LLC at the Special Meeting of the Company's stockholders scheduled to be held on August 30, 2007. Glass Lewis joins ISS as the second independent proxy advisory firm in the past week to recommend that Topps' stockholders vote AGAINST the proposed $9.75 Merger. In reaching its decision to recommend a vote AGAINST the Merger Agreement, Glass Lewis stated, "We are deeply troubled by the process the board undertook in arriving at the proposed deal, and agree with the Dissident that it did not constitute a full sales process. In our opinion, interested suitors are likely to put forward their best offers only when they are forced to compete. Here, we see that the board only held discussions and negotiations with three bidders, including Tornante-Madison Dearborn, and deliberately chose to refrain from initiating a public sale despite opposition from directors Ajdler and Brog. We believe this decision essentially precluded Topps from enjoying the benefits of true competitive bidding, a process which we believe likely to maximize shareholder value." Commenting on the fairness opinion delivered by Lehman Brothers, Glass Lewis wrote, "Although we recognize that the individual analyses presented in a fairness opinion must be viewed as facets of a larger picture, the fact that several of the valuation ranges have an upper bound exceeding the consideration price suggests to us that the $9.75 offer may not represent the greatest value for shareholders." In its conclusion, Glass Lewis wrote, "we believe shareholders should reject the proposed deal and ask that the board reevaluate its strategic options. In light of Upper Deck's $10.75 tender offer currently open and the market price of the Company's stock, we fail to see justification for approving a deal that, in our view, resulted from a flawed process and may not offer the best possible price for shareholders ... We make this recommendation knowing that the Company is not in an untenable position and that it does not need to complete a transaction in the immediate future. The analyses presented by the Company's advisors as well as management's projections suggest that the Company can continue to operate as a stand-alone public entity." Commenting on the report, Eric Rosenfeld, President and CEO of Crescendo Partners stated, "We are extremely delighted with the Glass Lewis recommendation and for the fact that two independent proxy advisory firms have now issued reports advising their respective institutional clients to vote AGAINST the ill-advised and inadequate Merger. Glass Lewis' analysis echoed many of our same concerns with the proposed Merger. Do not let Arthur Shorin and his so-called "Executive Committee" scare you into accepting an inadequate offer! We urge you to vote the GOLD proxy card today against the proposed Merger." 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: (800) 628-8532. 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., +1-800-628-8532

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