SALE OF TOPPS TO EISNER? THUMBS UP!
VOLUME 1, NUMBER 161
BULLETIN REPORT! UPDATE WITH REACTION OJ MAKES BAIL
(BAZOOKA JOE NOW IN THE HANDS OF EISNER)
(EISNER DEAL GETS THUMBS UP SAYS TOPPS' SHORIN)
(ADDING REACTION)
After more than a year of waiting, haggling, hoping and probably even praying, Arthur Shorin has his wish. The Topps CEO announced today after a special meeting there were enough votes to approve the sale of the company to a Michael Eisner led group for $9.75 a share, or $385 million. Details of the vote won't be released for about 10 days but Shorin announced the deal would go through.
"Topps shareholders have approved a $385.4 million private equity takeover of the baseball card and Ring Pop candy maker," the company said.
Reaction to the vote was swift.
"We are delighted that the Topps shareholders approved the sale to the Eisner Group," said Judy Heeter, Director of Group Licensing for the Major League Baseball Players Association in an email to The Brill Report. "We look forward to continuing the dynamic growth, creative product development, and marketing focus on kids that we have seen from Topps in recent years."
Eisner himself issued a statement through his Tornante Group.
"I look forward to working with my new associates at Topps to find new and and exciting ways to improve the company," he said "Topps is a wonderful company with a portfolio of strong brands."
The vote on the Eisner deal was delayed for several hours today because Topps officials said they did not have enough votes to approve the deal, but many votes had not been cast. Delaware law (Topps is a Delaware Corporation) require more than a 50-percent vote to approve such a deal. Board member Tim Brog charged Topps was just using the extra time to try and persuade some of those who had not voted yet, to vote for the deal.
Topps meanwhile responded to Brog's comment Topps was trying hijack democracy by saying it was ridiculous. Furthermore it wanted to give voters more time. Eisner went on the record last week saying the price of $9.75 a share or $385 million was his best and final offer, despite the fact UD had offered $10.75 before it pulled out.
Brog and Crescendo Partners filed immediately for Appraisal Rights Status which basically is a right of shareholders caught up in a merger to demand fair price for their shares as determined independently. This has still not been determined.
While the vote looked shaky at times and many were predicting the deal would not go through, one player may have turned the tide in the last week. Mario Gabelli, a fund manager who owns seven percent of Topps, urged the deal onward backing Topps management in the sale. Gabelli increased his stake in Topps by purchasing another 1.4 percent taking a position with nearly 8.5-percent of the stock.
Three of the four proxy consultant firms suggested a "no" vote saying there were a number of problems and the price was too low. Meanwhile dissident board members were still pushing voters to kill the package. They want to replace Topps board of directors with a new group, and buy back stocks through a sort of Dutch Auction at just around $10 per share. The stock is trading between $9 and $10 over the last few days.
It was just a couple weeks ago Upper Deck pulled out charging Topps was dragging it's feet and wasn't giving UD the information it needed to make the sale. Topps continued to say UD wasn't really serious and just wanted to get all the inside information it could on contracts, league deals and Topps distribution network. Each company threatened to sue the other.
"It was great news actually, anybody BUT Upper Deck," said Bob Cosner previously of Bob's Sportscards. "I just wasn't ready to hear 'Get your 2008 Topps Sets made by Upper Deck.'"
He added it would have certainly eliminated his customers who normally buy them around the holidays for gifts. One consumer/collector we spoke with felt the same way, adding it would have been bad for both Topps and consumers.
"I believe UD would have bitten off more than it could chew with the acquisition of Topps and the Topps brands would have suffered as a result," said Paul Miller of Ventura, CA. "There is no doubt Upper Deck would have raided the Topps Vault and used most of the material for the UD brand."
Miller said he's been more impressed with Topps products the last year and less and less unimpressed with Upper Deck.
A former Topps spokesman and man with a sense of history, Marty Appel added it seemed like the right idea.
"This always felt like the way the deal should come out," the head of Marty Appel PR. "Michael Eisner is someone who could really instill an exciting new energy to the hobby."
Eisner's plan is to add the brand and the icons including Bazooka Joe to his multi-media Internet company. Upper Deck wanted to fire the management team and meld the Topps brands, Topps Vault and the icons into it's own company. Not much was said about the candy company portion of Topps by UD but it was assumed UD would have spun it off.
While we contacted several other manufacturers only one would agree to comment. Dr. Brian Price of In The Game was looking forward to the new blood in the industry.
"Good luck Michael and welcome to the industry."
The deal should close in October.
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(SIMPSON FACES KIDNAPPING CHARGES, RAISES BAIL $125,000)
Things are not getting any better for former NFL star O.J. Simpson in Las Vegas. He's staying in Vegas as it sits now in addition to everything else he is facing kidnapping charges in his case of a self proposed "sting" operation to get back his own memorabilia. The sting went wrong and someone pulled a gun and now he's charged with 10 illegalities which could put him behind bars for a long, long time.
(OJ in Cuffs getting the OK to post bail.)
Simpson's did not make a plea at his first hearing but his attorney says he will plead not guilty. 13 years ago in his murder trial he plead "Absolutely 100-percent not guilty," according to court transcripts. Court watchers will be curious to see how he proclaims himself in this case.
"Mr. Simpson do you understand the charges against you?" Asked Justice Joe Bonaventura, Jr., in the Nevada courtroom.
"Yes sir," Simpson replied.
Simpson was set free on bail and was allowed to return to his Miami home but he must not have any contact with anyone associated with the case.
"Not through email, not through telephone, not eve carrier pigeon," added the judge. "Do you understand the terms of this agreement, Mr. Simpson?"
"Yes your honor," was the reply.
In addition he had to surrender his passport to his attorney and was allowed to travel within the continental United States. There are few places Simpson can go as the media is on him 24/7 so it is unlikely he is a risk to flee.
Meanwhile in a strange twist of the ever evolving memorabilia deal gone array, Alfred Beardsley was arrested in Las Vegas. Not for anything he did in this case but for violating parole in California. Circumstances around this incident are unclear.
Meanwhile, much of the memorabilia confiscated by Simpson in the alleged crime has been turned over to the court. Included are signed a signed Joe Montana lithograph, a Game Used ball by Simpson and baseballs signed by Pete Rose and Duke Snider. In all it's believed the merchandise is worth $100,000, all of which the Goldman family wants. The Goldman's, whose son wall murdered alongside Nicole Simpson, won a #38 million civil judgment against O.J., and has been keeping the pressure on him to collect it.
Tom Riccio, who set up the meeting between Simpson and the dealers who had the merchandise, admits to a criminal record himself. Receiving stolen property and grand larceny are among the crimes he's paid for in the past.
The key to the case happens to be the use of a gun, which everyone admits Simpson did not have, but someone else in his party did. There is testimony one of the group claimed to be a police officer and even frisked the dealers for weapons. Simpson claims he was only trying to get his own memorabilia back, which he says was stolen from him.
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