Advisory firm Institutional Shareholder Services recommended that shareholders of Topps Co. vote against the takeover bid proposed by former Walt Disney Co. chief Michael Eisner's investment firm.
The Rockville, Ma.-based firm, which provides proxy voting and corporate governance services to institutional investors, advised Topps investors Monday afternoon that the $385 million bid from Madison Dearborn Partners and Eisner's Beverly Hills-based Tornante Co. should be passed over in lieu of the higher bid offered by Upper Deck Co., which was for $425 million.
The Upper Deck bid had been roiled with concerns over financing as well as possible antitrust hurdles since it was announced in June, two months after the Eisner-led team made its initial bid for the New York-based baseball card publisher. However, ISS said that the deal has adequate financing lined up as well as no significant antitrust issues.
ISS added that the Upper Deck deal would lead to better profitability for Topps, evidenced by the fact that Topps' stock is currently trading above the Madison/Tornante offer.
Topps countered by saying in a statement Monday that ISS had "missed the mark," adding that it is still negotiating with Upper Deck. Topps shareholders will vote on the Madison-Tornante deal Aug. 30.
Shares in Topps were up 6 cents to $10 in afternoon trading on the Nasdaq.
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