Crescendo's Ajdler Calls Board Moves at Topps (TOPP) "A New Low in Corporate Governance"

In an amended 13D filing on takeover target Topps Co. Inc. (Nasdaq: TOPP), 6.6% shareholder Crescendo Partners and its representative on the Board, Arnaud Ajdler, delivered a new letter to the other members of the Board saying they've "set a new low in corporate governance" following their recent action to take power away from the Ad Hoc Committee. Ajdler said one day a Havard Business School case study will use the board's actions as an illustration of poor corporate governance.

Ajdler, who is against the $9.75 per share merger transaction with Michael Eisner's The Tornante Company and Madison Dearborn Partners, noted that Topps' board said the Ad Hoc Committee, of which Ajdler and Mr. Brog are members, no longer has the authority to monitor day-to-day developments during the go-shop period. The board appoined Allan Feder and Stephen Greenberg to monitor the go-shop period developmets. The board said Ajdler and Brog could not adequately represent the best interests of the Company's shareholders given their publicly stated opposition to the Merger Agreement.

Ajdler is also against the formation of an Executive Committee consisting of Messrs. Feder, Greenberg, Mauer, Nussbaum and Shorin. Ajdler said, "The creation of the Executive Committee is a blatant step to delegate virtually all actions of the Board to these five members, in repudiation and total disregard of the wishes of the majority of Topps' shareholders at a time when they most need full representation of their best interests in the boardroom."

Ajdler concluded, "I strongly urge the Company to reconstitute the Ad Hoc Committee, to disband the Executive Committee and to make corrective disclosure. Topps continues to ignore the will of its shareholders and continues to be run as a private club. This must stop."

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Crescendo Partners Said Topps (TOPP) Buyout Offer is Inadequate

In an amended 13D filing this morning on Topps Co. Inc. (Nasdaq: TOPP), 6.6% holder Crescendo Partners and its representative on the Board of Directors, Arnaud Ajdler, delivered a letter to the other members of the Board expressing their belief that the $9.75 per share merger transaction announced this morning with Michael Eisner's The Tornante Company and Madison Dearborn Partners is not in the best interests of the Company's shareholders and does not maximize shareholder value.

Mr. Ajdler believes that the merger consideration is inadequate and that the process that led to the signing of the Merger Agreement was flawed. Mr. Ajdler further states in the letter that he and Crescendo Partners II intend to actively solicit votes and campaign against the proposed transaction.

Shares of Topps are trading at $9.77 per share, pennies above the $9.75 offer.

A Coy of the Letter

Dear Fellow Members of the Board:

I am writing to you to express my thoughts regarding the Agreement and Plan ofMerger, dated March 5, 2007 (the "Merger Agreement") that The Topps Company,Inc. (the "Company") entered into with certain entities controlled by Michael D.Eisner and Madison Dearborn Partners (the "Buyers"). I voted against the Merger Agreement when it was submitted to a vote of the Company's Board of Directors because I believe that the proposed buyout is not in the best interests of the Company's shareholders and does not maximize shareholder value.

The merger consideration, in my belief, represents a discount to the fair value of the Company and is inadequate. Furthermore, I believe that the process that led to the signing of the Merger Agreement was flawed in that the Board of Directors did not shop the Company and thus failed to maximize the competitive dynamics of a sale transaction that would have garnered the highest price available. Instead of selling the Company for a premium of approximately 3%(1),the Board could have taken steps similar to those that are likely to be taken by the private equity buyers of the Company. As I have suggested on numerous occasions, the Company could return excess cash to shareholders, leverage its balance sheet, strengthen management, cut costs more aggressively and continue to grow the business for the benefit of the public shareholders.

As directors, we have fiduciary obligations to the Company and its shareholders to ensure that the Company takes all appropriate steps to maximize shareholder value. In accordance with my fiduciary duties as a director of Company, it is incumbent upon me to take any actions that I believe are necessary to prevent the consummation of a transaction that does not provide full and fair value to the Company's shareholders.

Since the Board of Directors has decided to pursue this transaction over the significant concerns which I have continually and repeatedly voiced to the Board, I intend to actively solicit votes and campaign against the proposed transaction. I will do this together with Crescendo Partners II, L.P., Series Y,a large shareholder of the Company of which I am a Managing Director.

Very Truly Yours,
Arnaud Ajdler
Director