Baseball card maker sues rival

Topps Co. and some of its directors were sued by rival baseball-card maker Upper Deck Co. over claims that Topps breached a confidentiality agreement reached during merger talks.

Upper Deck, joined in the suit by Topps investor Northwood Investors, also sought an injunction to block shareholders from voting June 28 on the company’s sale to a Michael Eisner-led investment group, Topps said Wednesday in a regulatory filing.

Topps, based in New York, agreed March 6 to be bought for $384.5 million by Tornante Co., led by former Walt Disney Co. chief Eisner, and Madison Dearborn Partners. Upper Deck entered into a confidentiality agreement later that month and made a $416-million offer in May.

“This action challenges a type of unlawful conduct which is occurring with greater frequency,” in which “private equity funds have ‘persuaded’ management to take public companies private based on promises of continued employment and increased equity participation,” Upper Deck said in the complaint.

Upper Deck and Northwood asked to be released from a provision in the confidentiality agreement that prohibits it from making a tender offer for shares, Topps said.

Topps declined to comment on the suit. Executives at Upper Deck, based in Carlsbad, Calif., weren’t available to comment.