Buyout of trading card and candy company

• By group led by Michael Eisner, former Disney CEO
• $9.75 per TOPPS share; $385.4mm total
• TOPPstock chart

Announced 3.06.07

• Press release
• Form 8-K
• Employee letter
• Background to the merger  Scroll down page

Closed 9.19.07

• Press release
• Form 8-K
• Form 15
• Form 25

Developments

• Deal is opposed by some directors and shareholders
• Upper Deck made a higher competing offer

• Upper Deck is a rival trading card company
• Topps has raised concerns with antitrust issues over a deal with Upper Deck

• See Timeline immediately below

3.06.07

Topps announces sale to Eisner Group

• $9.75 per share; $385mm total

• Press release
• Form 8-K
• Employee letter
• Background to the merger

• Merger agreement provided for a 40-day go shop period

• Go shop process was overseen by a board committee
  that excluded Topps independent directors
  Form 8-K

• Arthur Shorin (7.4% holder) backs the deal

• Schedule 13D  3.15.07
• Voting agreement

Director - Investor voice opposition

• Arnaud Ajdler (Director)

• Letter to board  3.06.07

• Crescendo Partners

• Schedule 13D amendment  3.06.07
• Schedule 13D amendment  3.14.07
  Includes new letter to board

3.19.07

Upper Deck signs a confidentiality agreement

• Agreement includes a standstill provision that prohibits Upper Deck from making an unsolicited tender offer for Topps

4.12.07

Upper Deck makes a competing offer

• $10.75 per share; $425mm total  (10.25% higher)

4.16.07

Topps board: Upper Deck offer not a superior proposal

• Cites concerns with Upper Deck obtaining financing and antitrust clearance

4.26.07

Dissidents solicit proxies to vote down Eisner Group deal

• The Committee To Enhance Topps
• Press release

• SEC filings

• Preliminary proxy statement  4.26.07
• Preliminary proxy statement  5.08.07
• Preliminary proxy statement  5.14.07
• Definitive proxy statement  5.21.07
• Slide presentation  5.31.07

5.09.07

Delaware court rules on a procedural issue

• Delaware Chancery declined to stay litigation
  for earlier filed New York suit
• See In re Topps

5.24.07

Topps publicly discloses Upper Deck competing offer

• $10.75 per share; $425mm total  (10.25% higher)

• Topps press release

• Eisner Group grants a waiver to allow Topps to enter discussions with Upper Deck

• Waiver
• Form 8-K

• Director criticizes process

• Director letter 5.31.07
• Topps response 5.31.07

6.01.07

Upper Deck asks to be released from standstill

6.05.07

Upper Deck sues in Delaware Chancery

• See Litigation over Go Shop Process immediately below

6.14.07

Delaware Chancery enjoins shareholder vote

• See Litigation over Go Shop Process immediately below

6.15.07

Topps defends its deal

• Investor slide presentation

6.18.07

Topps postpones shareholder meeting; waives standstill

• Press release

6.25.07

Upper Deck makes an unsolicited offer for Topps

• See Topps Buyout - Unsolicited offer

7.09.07

Board determines offer is not in best interest of Topps

• Press release

7.23.07

• Extension of Tender Offer announced
• Hart-Scott-Rodino re-filed

8.06.07

• Hart-Scott-Rodino expires
• Crescendo Partners amendment #1

• Schedule 13D

8.08.07

• Topps letter to Upper Deck re HSR

8.08.07

• Upper Desk response to Topps letter of 8.08.07
• Upper Deck and Topps receive HSR clearance

8.20.07

Topps concludes tender offer to be disingenuous

• Letter
• Amended offer
• Form 8-K

8.21.07

Upper Deck terminates offer

• Press release 

8.22.07

Topps response to termination

• Intention is to complete Tornante-Madison Dearborn offer
• Suggested tender offer used as "Trojan horse" to gain access to confidential company information
• Topps to hold Upper Deck "fully responsible" for damages caused to company and stockholders
• Letter
• Form 8-K

8.24.07

Topps send letter urging stockholders to vote for merger with Tornante - Madison Dearborn Partners

• Press release

9.19.07

Topps stockholders approve Michael Eisner's Tornante Co

• Press release
• Form 8-K

Makes cash tender offer at $10.75 per share

• Goes around Topps board with a direct offer to shareholders
• UD press release  6.25.07
• Letter to Topps Board  6.25.07

Offering documents

• Amendment #3 8.22.07
• Amendment #2  8.14.07
• Amendment #1  7.27.07
• Schedule TO
• Offer to purchase

• Background of the Offer
• Conditions to offer
• Source of funds

• Financing commitment  (CIBC World Markets)
• Other exhibits

We have a dedicated webpage to cover litigation over this deal

• See In re Topps

Tornante Company

• Michael Eisner investment vehicle

Madison Dearborn Partners

Financial

• Topps: Lehman Brothers
• Buyers:  Deutsche Bank

Legal

• Topps: Willkie Farr
• Buyers:  Paul Hastings / Munger Tolles

Schedule 14D-9  8.21.07

• Amendment #2

Schedule 14D-9  8.08.07

• Amendment #1

Schedule 14D-9  7.09.07

Shareholder meeting

• Rescheduled for August 30
• Was scheduled for June 28
• Delayed by injunction issued by Delaware Chancery

Proxy statement filings

• Definitive  5.21.07
• Preliminary  5.14.07
• Preliminary  5.07.07
• Preliminary  4.17.07

Lock-up voting agreement

• Voting agreement

No shop covenant

• Merger agreement §6.2
• Proxy statement disclosure

Break-up fee

• $12mm, plus out-of-pocket expenses
• Agreement §8.2
• Proxy statement disclosure

HSR Act

• Merger agreement §6.6
• Proxy statement disclosure

Lehman Brothers fairness opinion

• Proxy statement disclosure

Disclosure

• Proxy statement disclosure

Private Equity