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TOPP 9.56 Crescendo Partners Delivers Letter to the Topps Board of Directors
Requests Company Comply with Delaware Law and Hold a Meeting For Electing Directors On or Before September 25, 2007 Deadline
Jul 30, 2007 8:35:00 AM

NEW YORK, July 30 /PRNewswire/ -- Crescendo Partners II, L.P., Series Y ("Crescendo Partners") announced today that it has delivered a letter to the Board of Directors of The Topps Company, Inc. (Nasdaq: TOPP) expressing its concern that the so-called Executive Committee of the Topps Board does not have any intention of holding its 2007 annual meeting in a timely fashion in accordance with Section 211 of the Delaware General Corporation Law and requesting that the Company hold a meeting for electing directors on or before September 25, 2007.

The full text of the letter follows:

July 30, 2007

BY EMAIL AND FACSIMILE
Board of Directors of The Topps Company, Inc.
c/o Mr. Steven Gartner
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019

Dear Members of the Topps Board:

As you know, Crescendo Partners II, L.P., Series Y ("Crescendo Partners"), the largest stockholder of The Topps Company, Inc. (the "Company"), is soliciting proxies against the ill-advised Eisner merger because we believe the price is inadequate and the sale process was flawed. Crescendo Partners is also seeking to replace the existing Topps Board at the Company's next annual meeting. To that end, Crescendo Advisors LLC has duly nominated a slate of highly qualified business executives who, if elected, would replace senior management and conduct a modified "Dutch Auction" tender offer in order to fix the Company's capital structure. Crescendo Partners believes that Topps' shares could be worth an enterprise value (net of debt) between $16 and $18 per share in two years, not taking into account an M&A premium that could yield a higher valuation. We are writing to you because we are becoming increasingly concerned that the so-called Executive Committee of the Topps Board does not have any intention of holding its 2007 annual meeting in a timely fashion in accordance with Section 211 of the Delaware General Corporation Law ("Section 211").

We note that historically The Topps Company, Inc. (the "Company") has held its annual meeting on or around July 1st. Last year, the Company originally scheduled its contested annual meeting for June 28, 2006. The meeting was adjourned and ultimately held on August 25, 2006 due to special circumstances. Under Section 211, it is incumbent upon the Topps Board to schedule the Company's 2007 annual meeting to be held on a date that is within 13 months from the date of its last annual meeting at which directors were elected, or no later than September 25, 2007. The Company has neither publicly announced nor otherwise scheduled a date for its 2007 annual meeting.

The Company has also yet to announce a date for the special meeting originally scheduled to be held on June 28, 2007 to vote upon the proposal to approve the definitive merger agreement (the "Eisner Merger") by and among the Company, The Tornante Company LLC and Madison Dearborn Partners, LLC (the "Special Meeting"), which was initially delayed by the order of Vice Chancellor Strine after he found certain material omissions and other materially misleading statements in the proxy statement filed by the Company. At this point, we do not expect the Special Meeting to take place until late August or early September.

We hereby request that you include the election of directors as an agenda item in connection with the Special Meeting. The election of directors would be voted on by the Company's stockholders at the Special Meeting in the event that the Eisner Merger is not approved. If, however, you now have reason to believe or it appears that the Special Meeting will be delayed beyond September 25, 2007, the 13-month anniversary of the conclusion of last year's annual meeting, we request that you take immediate action to schedule the Company's 2007 annual meeting to be held on a date no later than September 25, 2007. If the so-called Executive Committee of the Topps Board does not schedule a vote for the purpose of electing directors at an annual or special meeting held on or before September 25, 2007, we intend to promptly apply after the 13-month anniversary to the Delaware Court of Chancery to order an annual meeting to be held.

After enjoining the Special Meeting and concluding that the Company's proxy statement is misleading to the Company's stockholders, we cannot imagine Vice Chancellor Strine would be too pleased to learn once again that the Company has failed to comply with Delaware law.

Very truly yours,

/s/ Eric Rosenfeld

President and CEO
Crescendo Partners

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

The Committee to Enhance Topps (the "Committee"), together with the other participants named below, has made a definitive filing with the Securities and Exchange Commission ("SEC") of a proxy statement and an accompanying proxy card to be used to solicit votes in connection with the solicitation of proxies against a proposed merger between The Topps Company, Inc. (the "Company") and a buyout group that includes Madison Dearborn Partners, LLC, and an investment firm controlled by Michael Eisner, which will be voted on at a meeting of the Company's stockholders (the "Merger Proxy Solicitation").

Crescendo Advisors ("Crescendo Advisors"), together with the other participants named below, intends to make a preliminary filing with the Securities and Exchange Commission ("SEC") of a proxy statement and an accompanying proxy card to be used to solicit votes for the election of its nominees at the 2007 annual meeting of stockholders of Topps (the "Annual Meeting Proxy Solicitation").

THE COMMITTEE AND CRESCENDO ADVISORS ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS IN CONNECTION WITH EACH OF THE MERGER PROXY SOLICITATION AND THE ANNUAL MEETING PROXY SOLICITATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE PROXY SOLICITATIONS WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR, D.F. KING & CO., INC. AT ITS TOLL-FREE NUMBER: [phone].

The participants in the Merger Proxy Solicitation are Crescendo Advisors LLC, a Delaware limited liability company ("Crescendo Advisors"), Crescendo Partners II, L.P., Series Y, a Delaware limited partnership ("Crescendo Partners"), Crescendo Investments II, LLC, a Delaware limited liability company ("Crescendo Investments"), Eric Rosenfeld, Arnaud Ajdler and The Committee to Enhance Topps (the "Merger Proxy Solicitation Participants").

The participants in the Annual Meeting Proxy Solicitation include the Merger Proxy Solicitation Participants, together with Timothy E. Brog, John J. Jones, Michael Appel, Jeffrey D. Dunn, Charles C. Huggins, Thomas E. Hyland, Thomas B. McGrath and Michael R. Rowe (the "Annual Meeting Proxy Solicitation Participants"). Together, the Merger Proxy Solicitation Participants and the Annual Meeting Proxy Solicitation Participants are referred to herein as the "Participants."

Crescendo Advisors beneficially owns 100 shares of common stock of the Company. Crescendo Partners beneficially owns 2,547,700 shares of common stock of the Company. As the general partner of Crescendo Partners, Crescendo Investments may be deemed to beneficially own the 2,547,700 shares of the Company beneficially owned by Crescendo Partners. Eric Rosenfeld may be deemed to beneficially own 2,547,900 shares of the Company, consisting of 100 shares held by Eric Rosenfeld and Lisa Rosenfeld JTWROS, 2,547,700 shares Mr. Rosenfeld may be deemed to beneficially own by virtue of his position as managing member of Crescendo Investments and 100 shares Mr. Rosenfeld may be deemed to beneficially own by virtue of his position as managing member of Crescendo Advisors. Mr. Ajdler beneficially owns 2,301 shares of the Company.

Timothy E. Brog beneficially owns 133,425 shares of common stock of the Company, John J. Jones beneficially owns 2,301 shares of common stock of the Company, and none of Michael Appel, Jeffrey D. Dunn, Charles C. Huggins, Thomas E. Hyland, Thomas B. McGrath and Michael R. Rowe beneficially own any shares of common stock of the Company.

For Additional Information Please Contact:

D.F. King & Co., Inc.

[phone]

SOURCE Crescendo Partners II, L.P.

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D.F. King & Co.
Inc.
1-800-628-8532
for Crescendo Partners