The offer price of $10.75 a share trumps a bid earlier this year from a group of investors led by former Disney CEO Michael Eisner. Topps, maker of baseball cards and Bazooka bubble gum, said Thursday it was not sure Upper Deck's bid is a superior offer.
Eisner's Tornante Co. LLC and the Chicago-based private equity firm Madison Dearborn Partners LLC had agreed to pay $9.75 a share, which represented a premium of 9.4 percent when they first made the offer in early March. That deal received regulatory approval on April 3 and has been scheduled for a shareholder vote on June 28.
The group led by Eisner agreed to let New York-based Topps negotiate with Upper Deck, in Carlsbad, Calif.
Topps, founded in 1938, makes trading cards that feature athletes of Major League Baseball, the NFL and NBA. In addition to Bazooka bubble gum, it owns the Ring Pop and Push Pop brands and makes sticker album collections.
The Eisner-led deal had been opposed by three out of 10 Topps board members and the investment firm Crescendo Partners II. Crescendo managing partner Arnaud Ajdler has a seat on Topps' board and had argued that the deal undervalued the company after a "flawed" negotiation process.
Eric Rosenfeld of Crescendo, who with Ajdler leads The Committee to Enhance Topps, said Thursday that the firm was reviewing the proposal from Upper Deck.
Upper Deck had originally expressed interest during a 40-day "go shop" period that ended April 14. It has now submitted a new "highly confident" letter from an unnamed commercial bank. Topps said it had been concerned about Upper Deck's ability to finance the deal, as well as its insistence on limiting its liability if antitrust regulators do not approve the deal.
A call to Upper Deck was not immediately returned.
Eisner was CEO of The Walt Disney Co. for two decades, until 2005. Disney owns theme parks, movie studios and the ABC, ESPN and Disney TV networks.