The Board of Directors of The Topps Company, Inc. One Whitehall Street New York, New York 10004 To the Board of Directors of The Topps Company:
EXHIBIT 99.1
August 14, 2007
The Board of Directors of The Topps Company, Inc.
Xxx Xxxxxxxxx Xxxxxx
New York, New York 10004
To the Board of Directors of The Topps Company:
Reference is herein made to that certain agreement and plan of merger, dated March 5, 2007, by and among The Topps Company, Inc., Tornante-MDP Xxx Holding LLC and Tornante-MDP Xxx Xxxxxxxxxxx Corp. (the “Merger Agreement”). All capitalized but undefined terms used herein have the meanings assigned to them in the Merger Agreement.
We hereby request, pursuant to Section 6.2(f) of the Merger Agreement,
that the board of directors of the Company expressly publicly reaffirms, no
later than August 21, 2007, its Company Recommendation that (i) the Merger
and Voting Agreements are fair to and in the best interests of the Company and
its stockholders, (ii) the board of directors of the Company has adopted and
declares advisable the Merger Agreement, the Voting Agreements and the Merger
and the other transactions contemplated in the Merger Agreement and (iii) the
board of directors of the Company recommends approval of the Merger Agreement
to the Company’s shareholders.
Sincerely,
TORNANTE-MDP XXX HOLDING LLC
A Delaware limited liability company
By: The Tornante Company LLC,
A Delaware limited liability company
Its Operating Member
By:
/s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Sole Member
cc:
Xxxxxx Xxxxxx, General Counsel, The Topps Company, Inc.
Xxxxxxx Xxxxxxx; Xxxxxxx Xxxx, Xxxxxxx Xxxx & Xxxxxxxxx LLP