UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Definitive Proxy Statement |
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Confidential, for Use of
the |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
THE TOPPS COMPANY, INC. |
(Name of Registrant as Specified In Its Charter) |
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) |
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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(1) |
Title of each class of securities to which transaction applies: |
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Common Stock, $0.01 par value per share |
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(2) |
Aggregate number of securities to which transaction applies: |
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41,678,612 shares of Common Stock of The Topps Company, Inc. (includes 2,938,440 shares underlying options to purchase Common Stock, of which options to purchase 2,261,124 shares are in-the-money and eligible to receive consideration in the transaction, and 22,407 shares of restricted stock) |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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(4) |
Proposed maximum aggregate value of transaction: |
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$385,591,102 |
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(5) |
Total fee paid: |
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$11,831.78 |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
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(1) |
Amount Previously Paid: |
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(2) |
Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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Updated Presentation to Investors
August 2007
The Topps Company, Inc.
Cautionary Note Regarding Forward-Looking Statements
This
presentation may contain statements that are not historical facts and are
considered forward-looking within the meaning of the Private
Securities Litigation
Reform Act of 1995. These forward-looking
statements are identified by their use of the terms: expect(s),
intend(s), may, plan(s),
should, could, will,
believe(s), anticipate(s), estimate(s),
or similar terms. The Topps Company, Inc. (Topps or the
Company) or its representatives may also make similar
forward-looking statements from time to time orally or in
writing. You are cautioned that these forward-looking statements are
subject to a number of risks,
uncertainties, or other factors that may
cause (and in some cases have caused) actual results to differ materially from
those described in the forward-looking statements.
These risks
and uncertainties include, but are not limited to, the following:
These
factors may not constitute all factors that could cause actual results to
differ materially from those discussed in any forward-looking
statement. Topps operates in a
continually changing business
environment and new factors emerge from time to time. The Company
cannot predict such factors nor can its assess the impact, if any, of
such
factors on its financial position or its results of operations or whether or
when the merger will be consummated. Accordingly, forward-looking
statements should
not be relied upon as a predictor of actual results.
Many of
the factors that will determine the Companys future results or whether or
when the merger will be consummated are beyond its ability to control or
predict. In
light of the significant uncertainties inherent in the
forward-looking statements contained herein, you should not rely on
forward-looking statements.
Additional factors that
may affect the future results of Topps are set forth in its filings with the
Securities and Exchange Commission, which are available via the Internet
at
www.topps.com or
www.sec.gov. Neither
Topps nor any of its representatives undertakes any obligation to publicly
update or revise any forward-looking statements,
whether as a result of new
information, future events or otherwise the otherwise.
the risk that the merger transaction described in this presentation may not be consummated in a timely manner, if at all;
the inability to obtain the required vote for approval of the Companys stockholders in order to consummate the merger;
the outcome of any legal proceeding instituted against Topps and/or others in connection with the proposed merger;
the failure of the conditions to the consummation of the merger to be satisfied;
the termination of the merger agreement prior to the consummation of the merger;
notwithstanding the fact
that there is no financing condition to the merger, the inability of
Tornante/MDP to obtain the financing required to pay the merger
consideration and/or to otherwise consummate the merger and the other
transactions contemplated by the merger agreement;
the
businesses of Topps suffering as a result of uncertainty surrounding the
merger, including, but not limited to, potential difficulties in employee
retention, adverse
effects on client or customer relationships and
disruption of current plans or operations, or, if the merger agreement is
terminated or the merger otherwise fails to
occur, the uncertainties
associated with any anticipated, potential or actual subsequent attempt to
acquire Topps;
the diversion of Topps managements attention from ongoing business operations;
the enactment or imposition of future regulatory or legislative actions that adversely affect Topps or any industry or jurisdiction in which it operates its businesses;
the adverse effects of other economic, business and/or competitive factors; and
other
risks detailed in the Companys current filings with the Securities and
Exchange Commission, including its most recent filings on Form 10-K or
Form 10-Q,
which discuss these and other important risk factors
concerning the Companys operations.
1
Presentation to Investors (August 2007)
Important Information has been Filed with the SEC
In
connection with the proposed merger agreement, Topps has filed a definitive
proxy statement with the Securities and Exchange
Commission. Investors and security holders are advised to read
the definitive proxy statement, because it contains important information
about the merger and the parties thereto. Investors and security holders
may obtain free copies of the definitive proxy statement and other
documents filed by Topps at its website at www.topps.com
or the
Securities and Exchange Commissions website at
www.sec.gov. The
definitive
proxy statement and such other documents may also be obtained for free from
Topps by directing such request to Topps proxy
solicitor, MacKenzie
Partners, Inc. at 105 Madison Avenue, New York, New York 10016, telephone (800)
322-2885.
Topps and
its directors, executive officers and other members of its management and
employees may be deemed to be participants in the
solicitation of proxies
from its stockholders in connection with the proposed
merger. Information concerning the interests
of these
participants in the solicitation, which may be different than
those of Topps stockholders generally, is set forth in Topps proxy
statements
and Annual Reports on Form 10-K that have been previously filed
with the Securities and Exchange Commission and in the definitive proxy
statement relating to the merger.
2
Presentation to Investors (August 2007)
Tornante/MDP Transaction Overview
$191 million (54% of acquisition financing)
Equity Contribution
$386.3 million
Equity Value (1)
$304.2 million
Enterprise Value (2)
EV/Sales = 0.93x
EV/EBITDA = 13.1x
P/E = 27.1x
FY2007 Transaction
Multiples (3)
Buyer Group
Madison Dearborn
Partners, LLC (MDP) One of
the largest and most experienced private
equity investment firms in the
United States with more than $14 billion of equity capital under
management
This transaction is NOT a management-led buyout
$9.75 cash offer per share for outstanding common stock of Topps
Price per Share
Consortium formed by:
The
Tornante Company, LLC (Tornante) Privately held
investment company founded in
2005 by Michael Eisner, former Chairman and
CEO of The Walt Disney Company. Tornante
makes investments in
and incubates companies and opportunities in the media and Entertainment
space
___________________________
1.
Based
on 38,888,150 shares outstanding, 2,754,639 options
outstanding of which 2,087,291 are in-the-money and
eligible to receive consideration in the transaction
and 7,502
restricted shares, as of August 15, 2007.
2.
Based on a net cash position of $81.5 million as of June 2, 2007, adjusted for $0.6 million of proceeds from exercise of stock options since the reporting of Q1 FY2008 financials.
3.
Based on FY2007 Net Sales of $326.7 million, EBITDA of $23.2 million and diluted EPS of $0.36 per share; Financials are adjusted for pre-tax exceptional items.
3
Presentation to Investors (August 2007)
Board Recommendation
The
Board of Directors believes that the Tornante/MDP merger is in the best
interest of stockholders and
therefore recommends to vote FOR the proposed
transaction.
Managements successful restructuring was instrumental in receiving the attractive $9.75 price
Topps faces significant company-specific and broader industry challenges
The
transaction offers stockholders certainty of value in a volatile credit market
and at attractive valuation
multiples and premium
The
offer is the ONLY binding offer received as a result of an extensive and
thorough process that started
over two years ago
The
40-day Go-Shop period provided for an effective and thorough market check of
Tornante/MDPs offer, as
confirmed by the Delaware Courts
opinion
Despite the clearance
of HSR hurdles, Upper Decks current offer presents open issues that
prevent a
consensual agreement at this time but Topps continues to
negotiate with Upper Deck
The
Board continues to recommend stockholders to vote FOR the $9.75 per share offer
by Tornante/MDP and
has not changed its recommendation that stockholders
reject the $10.75 per share offer by Upper Deck
Crescendo has made no
competing offer, its plan is vague and offers nothing new, and its margin and
price
expectations are unrealistic
4
Presentation to Investors (August 2007)
Current Business Dynamics
In 2005, Topps launched a restructuring program
Enhanced earnings and profitability
Addressed headwinds facing both businesses
Success of which was instrumental in receiving the attractive $9.75 per share offer
Significant company-specific and broader industry challenges exist
Confectionery segment: Topps is sub-scale player in a consolidating and increasingly competitive environment
Entertainment segment: decline of the U.S. Sports Trading Cards market over the last decade
Significant business risks remain going forward
Managements plan is underpinned by a number of critical assumptions characterized by substantial execution risk
High projected growth for Confectionery depends mostly on success of new product introductions
Strong Entertainment growth predicated on revival of U.S. Sports Trading Cards market and successful turnaround of WizKids
Environment of increasing raw material prices in Confectionery with questionable ability to pass to consumers through pricing
Ongoing sale process creating disruption within the organization and draining of human resources
Significant management departures
Q1 FY2008 proved success of ongoing efforts to revitalize U.S. Sports while highlighting continued challenges in Confectionery
Year-on
year, operating profit increased by $3.6 million to $5.2 million in Q1 FY2008,
primarily due to benefits resulting from our
restructuring efforts and
improvement in our U.S. Sports Card business
Entertainment: Year-on-year, operating
profit increased by $4.4 million to $4.8 million in Q1 FY2008 primarily due to
higher U.S.
Sports Cards sales and lower returns
Confectionery: Year-on-year, operating
profit decreased by $1.7 million to $5.1 million in Q1 FY2008 primarily due to
lower sales
volume against fixed costs
5
Presentation to Investors (August 2007)
Tornante/MDP Transaction Maximizes Stockholder Value
The
Tornante/MDP transaction is the culmination of the Boards extensive,
multi-year process to maximize
stockholder value.
___________________________
1.
Average closing price for the 2-weeks period that preceded the announcement of the settlement of the proxy contest with Pembridge Capital prior to the 2006 AGM (July 28, 2006).
The Tornante/MDP transaction offers stockholders certainty of value at attractive valuation multiples and premium
$9.75 per share cash offer is the ONLY binding offer received
Permitted to pay a Q4 FY2007 dividend of $0.04 per share (effectively raising offer to $9.79 per share)
High implied valuation multiples
Offer price represents a 21% premium over the unaffected market price (1)
High probability of closing shortly after stockholders approval
Unusually high level of equity contribution enabled the attractive price received
High equity contribution of $191 million (54% of acquisition financing)
Extraordinary offer in todays market environment
The Tornante/MDP transaction is NOT a management led buy-out
Process was at all times driven by key outside independent directors
There is NO agreement in place with any member of management regarding continued employment or compensation
Topps CEO, who is
also the Companys largest individual stockholder, strongly believes that
this transaction maximizes
stockholder value
In order
to facilitate the transaction, he agreed to step down and to surrender $2.8
million of compensation to which he was
entitled under the change of
control provisions in his existing employment agreement
6
Presentation to Investors (August 2007)
Background To The Merger
The transaction is the result of an extensive and thorough process that started over two years ago.
The $9.75 offer by Tornante/MDP is the ONLY binding offer received.
2004
2005
2006
2007
Strategic Review
Confectionery
Sale Process
Sale Process
Tornante/MDP
Transaction
Upper
Deck
Unsolicited Approach
February 2005
Lehman
Brothers
appointed
Begin
sale of
Confectionery
September 2005
End of
Confectionery
sale process
Launch of
restructuring
August 2005
Parthenon
presents findings
to Board
March 6, 2007
Announced
transaction
with
Tornante/
MDP
May 2006
Topps
receives
unsolicited
approaches
Buyer A,
Buyer
B, Tornante/MDP
May 24, 2007
Unsolicited
indication of
interest
Continued
diligence
review
August 2006
Dissenting
stockholders
elected to the
Board
Jun-Nov 2006
Buyer A
(Jun06)
and Buyer B
(Nov06) decline
continued interest
in Topps
Proxy I
Proxy II
Proxy III
July 2004
Parthenon
retained to
perform strategic
review
Go
Shop
April 14, 2007
End of
Go-
Shop period
No
superior
offers
emerged
June 25, 2007
Launches
conditional
$10.75
Tender Offer
June 14, 2007
Delaware
Court
preliminary
injunction
August 6, 2007
Expiration of
HSR
review
period
August 10, 2007
Upper
Deck
extended
Tender Offer
to August 29,
2007
7
Presentation to Investors (August 2007)
Process Update
On June 14, 2007, the Delaware Court issued a preliminary injunction:
Enjoined
Topps from proceeding with shareholder vote until (i) Topps made additional
disclosures to stockholders, and (ii) Upper
Deck was released from
standstill obligations to make its tender offer
Nonetheless, validated the process to arrive to the Tornante/MDP transaction and the Go-Shop period as a viable market check
Topps Board
released Upper Deck from its standstill obligations and, on June 25, 2007,
Upper Deck commenced a tender offer
to purchase all outstanding shares of
Topps for $10.75 in cash
On June 16, 2007, Upper Deck provided a debt financing commitment letter executed by CIBC
The Tender Offer is not subject to financing but is highly conditional
Originally scheduled to expire on July 24, 2007, it was extended to August 10, 2007 and again to August 29, 2007
Submitted HSR Filing on July 2, 2007, later withdrawn and re-filed on July 19, 2007
On July 9, 2007, Topps Board unanimously recommended against Upper Decks tender offer
Terms of the offer substantially similar to those of Upper Decks proposal of April 12, 2007 and May 21, 2007
Board
reaffirmed recommendation for Tornante/MDP merger while reserving the right to
seek a superior offer from Upper Deck
and eventually modify its
recommendation to stockholders
On
July 31, 2007, Topps announced that special meeting of stockholders to vote on
Tornante/MDP transaction has been
rescheduled for August 30, 2007
Filed additional proxy documentation to comply with the Delaware Courts order
On August 6, 2007, Topps announced it had been advised by Upper Deck that HSR antitrust waiting period had expired
Topps Board continues to negotiate with Upper Deck in an effort to reach a consensual agreement
Despite Topps
diligent efforts and sense of urgency to get a deal done, we have not yet been
successful in reaching a consensual
deal with Upper Deck
Efforts are ongoing
8
Presentation to Investors (August 2007)
Crescendo Lacks Credibility
We believe Crescendos motives are self-serving and NOT in the best interest of all of Topps stockholders
Stated intention to take over the Company WITHOUT paying a premium to stockholders
Crescendos
turnaround plan is vague and many of the initiatives have already been
successfully implemented by Topps
incumbent management
Eric Rosenfeld and Arnaud Ajdler of Crescendo lack meaningful relevant operational experience
CONFECTIONERY Business opportunities:
COGS reduction is based on faulty comparison (implied 10% cost reduction opportunity to bring in line with peers)
Unspecified top-line opportunities
ENTERTAINMENT Business opportunities:
Expansion into trading games and interactive card games currently being implemented
Product
innovation (high end collectibles, kids) is already at the core of Topps
management plan and presently being
implemented
Unspecified licensing initiatives
Overhead opportunities were identified by Topps management and presented to potential bidders
Crescendos
unrealistic margin and price expectations reflect a lack of understanding of
the Companys strategic positioning and
industry economics
Crescendos
expectation that Topps can achieve profitability in line with companies of the
likes of Hershey, Wrigley, Cadbury
Schweppes is at best unrealistic
Crescendos target $16 to $18 share price in two years is calculated on the basis of aggressive and questionable assumptions
9
Presentation to Investors (August 2007)
Crescendo Lacks Credibility (contd)
The Topps Board is TRULY committed to maximizing value for ALL Topps stockholders - Crescendo is NOT
Crescendos
inconsistent statements raise questions about their credibility and ultimately
highlight their true intentions: to take
over Topps without paying a
premium to stockholders
Delaware
Court noted that the Dissident Directors were full of ides ideas
that diverged widely. Their view of Toppss value do
not suggest that
the Topps boards approach was off the mark. One estimate of Ajdler was
that Topps would fetch $9.50 to $10.50
per share in an open auction.
Indeed, that estimate was based on optimistic projections of Toppss
future cash flows.
Delaware
Court noted Arnaud Ajdlers fluctuating views - In November
2006, Ajdler suggested that a price target of $10.00 per
share, might
dissuade potential bidders
As per
the Delaware Courts opinion, Arnaud Ajdler was upset that Greenberg
mentioned a $10.00 per share price [to
Michael Eisner] without Ad Hoc
Committee approval. But he based his concern on the fact that a price that high
may scare off
Eisner (Tornante/MDP was bidding $9.24 per share at the
time)
In
January 2007, Arnaud Ajdler recommended a special dividend in lieu of a buyback
because the prevailing trading price (ranging
from $8.91 to $9.08 since
October 2006) did not justify a buyback
Delaware
Court further noted that the lead director Allan Feder invited Ajdler to
participate in negotiations with Tornante/MDP, but
Ajdler preferred
carping as a backseat driver
Why doesnt Crescendo make an offer for Topps?
Crescendo has made wild claims that Topps stock will be worth $16-$18 per share in two years
If Crescendo TRULY believes what they claim it could make an offer to acquire Topps at a premium
Topps Board is committed to maximizing value to stockholders and would welcome an approach at the suggested price level
10
Presentation to Investors (August 2007)