The Topps Company, Inc. announced today that it was in talks with The Upper Deck Company about a $10.75 per share offer similar to the one it had previously rejected (see 'Topps Rejects Higher Bid').  The Tornante Company and Madison Dearborn, with which Topps has an agreement to be acquired (see 'Topps Company to Be Acquired'), have granted a waiver to allow Topps to talk to Upper Deck.

The Topps board, which earlier this week released proxy materials which recommend that the company's stockholders vote in favor of the Tornante acquisition, says that it '...has not withdrawn, qualified, modified, changed or amended its recommendation.' 

According to the announcement, the offer included a 'highly confident' letter from a bank indicating that if certain conditions were met, it was 'highly confident' that Upper Deck would be able to obtain financing for the transaction.  Concerns about financing the transaction was one of the reasons Topps cited for rejecting the previous Upper Deck offer. There are, however, no financing conditions that need to be met for the Tornante deal to close. 

The announcement also noted that the board was concerned about 'Upper Deck's continued unwillingness to sufficiently assume the risk associated with a failure to obtain the requisite antitrust approval,' an issue that has already been resolved for the Tornante transaction (see 'Topps Deal Clears Antitrust Hurdle').