The board of baseball card maker Topps Co. on Tuesday recommended that shareholders vote against a $425 million tender offer from Upper Deck Co. because of concerns about getting antitrust approval.

The New York-based company announced in March that it had agreed to be acquired by Tornante Co., a Beverly Hills private investment firm led by former Walt Disney Co. Chief Executive Michael Eisner, and Madison Dearborn Partners. The offer was for $9.75 per share, which at the time valued the company at $385 million.

Two months later, Upper Deck made a higher offer, about $10.75 a share, and a judge later ruled that Topps should postpone a June 28 shareholder vote on the Eisner offer until Upper Deck could make a formal bid, which happened a few weeks ago.

Topps expressed early concern about Upper Deck being able to secure financing and now has voiced its concerns about clearing government hurdles. The offer expires July 24, Upper Deck said.

Topps noted Monday that because the Eisner/Madison offer doesn't face the regulatory hurdles that could derail Upper Deck's offer, it is a better offer. The company also said it is concerned about Upper Deck paying the $12-million breakup fee for termination of the Tornante agreement if Upper Deck deal is successful in getting regulatory approval.

Upper Deck replied that the board's recommendation is largely irrelevant because its bid was made directly to Topps shareholders, effectively bypassing the board.

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