Topps cool to Upper Deck offer

Directors of Topps Co., the maker of baseball cards and Bazooka gum, recommended that shareholders vote against a $425-million tender offer from Upper Deck Co. because of concerns about getting antitrust approval.

Topps, based in New York, agreed in March to be acquired by Tornante Co., led by former Walt Disney Co. Chief Executive Michael Eisner, and Madison Dearborn Partners for about $9.75 a share, or $384.5 million.

In May, Topps said Upper Deck had made a higher offer, about $10.75 a share. A judge June 14 ordered Topps to postpone a shareholder vote on the Eisner agreement until Upper Deck could make a formal bid, which it did late last month.

Topps said in a statement that it had concerns about the Upper Deck offer, including whether such an acquisition would be approved by antitrust regulators and the fact that it would have to pay a $12-million breakup fee upon termination of the agreement with Tornante and Madison Dearborn.