FOR
IMMEDIATE RELEASE
Wednesday,
April 26, 2006
PEMBRIDGE
CAPITAL MANAGEMENT LLC ANNOUNCES
PROXY
CONTEST FOR THE TOPPS COMPANY, INC.
New
York,
NY - Pembridge Capital Management LLC (“Pembridge”) has notified The Topps
Company, Inc. (NASDAQ - TOPP) that it has nominated Timothy Brog, John J. Jones
and Eric Newman for election to the Topps Board of Directors at the upcoming
2006 annual meeting of stockholders. Pembridge also proposed amendments to
Topps’ Bylaws and Certificate of Incorporation for consideration at the annual
meeting.
If
approved, the amendments would:
| |
·
|
Eliminate
the classification of the Board of Directors and permit stockholders
to
remove directors
|
| |
·
|
Allow
stockholders who own 15% of the outstanding common stock to call
a special
meeting of stockholders
|
Over
the
past six years the current Board of Directors have overseen the Company’s
extremely poor operating performance, declining stock price, an inexcusable
misuse of its balance sheet, poor corporate governance, excessive S,G&A
expenses and the payment of egregious salaries and bonuses to executives at
Topps in light of management’s inability to stem chronic declining revenue and
earnings.
Pembridge’s
nominees, if elected to the Board, will immediately explore all strategic
alternatives to maximize shareholder value, including the sale of the Company,
a
large special dividend or a significant share repurchase either in the open
market or as part of a self tender offer, as well as reviewing operating
initiatives and overhead reduction.
“Last
year shareholders were filled with hope that the confectionary business would
be
sold and with promises that the operating performance of Topps would be
improved,” said Timothy Brog, President of Pembridge. “Like other promises made
in the past, Topps once again failed to deliver. It is time for a change. We
are
committed to improving shareholder value for the benefit of all shareholders.”
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PEMBRIDGE
PRESENTLY INTENDS TO FILE A PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE
COMMISSION RELATING TO PEMBRIDGE’S SOLICITATION OF PROXIES FROM THE STOCKHOLDERS
OF THE TOPPS COMPANY, INC. FOR USE AT THE 2006 ANNUAL MEETING. PEMBRIDGE
STRONGLY ADVISES ALL TOPPS STOCKHOLDERS TO READ THE PROXY STATEMENT WHEN IT
IS
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
Stockholders
will be able to obtain free copies of the Proxy Statement filed with the SEC
by
Pembridge through the website maintained by the SEC at www.sec.gov.
In
addition, investors will be able to obtain free copies of the Proxy Statement
from Pembridge by contacting Timothy Brog, Pembridge Capital, 708 Third Avenue,
New York, NY 10017.
Pembridge
and its nominees will be soliciting proxies from stockholders of The Topps
Company Inc. in connection with the election of directors and other matters.
Information concerning these participants and their interests in the
solicitation will be set forth in the proxy statement when it is filed with
SEC.
*
* * *
*
Pembridge
Capital Management LLC is the management company for Pembridge Value Opportunity
Fund LP, a Delaware Limited Partnership.
CONTACT:
Timothy
E. Brog
Pembridge
Capital Management LLC
(212)
557-6150