Former Disney CEO bids for Topps

Madison Dearborn Partners LLC led by CEO John Canning will join former Walt Disney Co. CEO Michael Eisner to acquire Topps Co., maker of sports trading cards and Bazooka bubble gum. The deal is settled for $385.4 million.

The board of Topps has approved the merger with 4-3 voting majority and plans to suggest the stockholders of the 69-year-old company to take on the agreement.

However, a member of Topps board of directors and activist hedge fund Crescendo Partners II LP criticized the deal, saying the price was too low and called the auction process to be flawed.

The company argues that after looking into all other alternatives has the board decided on this deal, calling it the best option.

"Over the past two years, we have been working with Lehman Brothers to exam all opportunities to deliver value, and no other superior proposals emerged in that time frame," said a spokeswoman for the company.

According to the deal, Topps shareholders will be paid $9.75 a share in cash, which is a 9.4% premium to Topps' closing price on Monday. The price is still lower than a 52-week high of $10 a share set in February. Of late, Topps shares were trading at $9.80, up 89 cents, or 10%.

Topps director Arnaud Ajdler believes that the offer was inadequate and he voted against the merger reasoning, “I believe that the proposed buyout is not in the best interests of the company's shareholders and does not maximize shareholder value.”

Ajdler said he intended to actively solicit votes and campaign against the proposed transaction along with Crescendo Partners, owner of about 6.6 percent of the company's stock and its second-biggest shareholder.

The other board members to vote against the deal were Timothy Brog and John Jones.

The deal will help Canning, team with Eisner, a fellow alumnus from Denison University in Ohio.

"Topps is a wonderful company with a powerful brand portfolio and a rich history," Eisner, 65 said in a statement, noting that the game plan is to "grow the company in new and exciting ways."

The deal, under whose terms Topps may seek better offers over the next 40 days, is expected to close in the third quarter.