Upper Deck recently made an unsolicited bid to buy Topps, beating a previous $9.75 a share offer from former Disney chief Michael Eisner's Tornante and private-equity firm Madison Dearborn Partners. Upper Deck's bid was about $416 million.
The lawsuit claims that Topps, which had been looking for a potential buyer, “fraudulently” induced Upper Deck into the confidentiality agreement they signed in March. The lawsuit also claims that some of Topps' directors breached their fiduciary duties and that Tornante and Madison Dearborn “aided and abetted” those efforts.
The Eisner-led group first made an offer to Topps in March and received regulatory approval April 3rd. A shareholder vote to approve the deal is scheduled for June 28th.
The suit asks for an injunction to halt the scheduled vote to prevent Topps from enforcing a provision of its confidentiality agreement that would prohibit Upper Deck from engaging in a tender offer to buy the company.
A hearing on the matter is scheduled for June 11th.