Baseball-card and bubblegum maker Topps Co. said Thursday it has received an unsolicited buyout offer of $10.75 a share, or roughly $416 million, from Upper Deck Co., the Wall Street Journal reports
Upper Deck is a Carlsbad, Calif., sports and entertainment publishing company.
New York-based Topps already agreed in early March to be acquired for $9.75 a share, or about $385 million, by Tornante Co., a private-investment firm headed by former Walt Disney Co. chief Michael Eisner, and private-equity firm Madison Dearborn Partners. Mr. Eisner founded Tornante -- which means "hairpin turn" in Italian -- after he left Walt Disney in 2005.
Topps said its board didn't pursue a similar indication of interest earlier from Upper Deck for a variety of reasons, including concerns over potential financing. The earlier Upper Deck offer came via Topps's "go shop" process under its existing merger pact.
Topps said Thursday there are material outstanding issues associated with Upper Deck's latest offer, including: Financing commitments, a due-diligence review and what the company referred to as Upper Deck's "continued unwillingness to sufficiently assume the risk associated with a failure to obtain the requisite antitrust approval."
Topps said it received a waiver from Tornante and Madison Dearborn and plans to engage in discussions and negotiations with Upper Deck, but cautioned there was no assurance that a superior deal would be reached.
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