Topps

Topps had their board shop for an acquirer to beat an offer they received from a hedge fund. They excluded two dissident board members from the negotiations.

There is no love between the management and three dissident board members elected last year, who have been vocal in their displeasure with management, but this is a questionable decision.

The two excluded dissidents are Arnaud Ajdler and Timothy Brog. A third dissident, John J. Jones was included in the meetings.

The entire board is as follows:

Arthur T. Shorin Chairman of the Board and Chief Executive Officer of the Company and its predecessor since 1980. Mr. Shorin was President of the Company from November 1997 to August 2004. Mr. Shorin is the father-in-law of Scott A. Silverstein, President and Chief Operating Officer of the Company. Mr. Shorin is 70 years of age.

Arnaud Ajdler Managing Director of Crescendo Partners, L.P. since December 2005. Senior Vice President of Crescendo Partners, L.P. from December 2004 to December 2005. Investment analyst at Crescendo Partners, L.P. from September 2003 to December 2004. Chief Financial Officer, member of the Board of Directors and Secretary of Arpeggio Acquisition Corporation since June 2004. Assistant to the Chairman of the Board and a Board observer to Computer Horizons Corp. since October 2005. Management consultant at Mercer Management Consulting from 2000 to July 2001. Mr. Ajdler is 30 years of age.

Timothy E. Brog Founder and Portfolio Manager of Pembridge Value Opportunity Fund LP since June 2004. Founder and Managing Director of The Edward Andrews Group Inc., a boutique investment bank, from 1996 to 2004. Mergers and Acquisition and Corporate Finance Associate at the law firm Skadden, Arps, Slate, Meagher & Flom LLP from 1989 to 1995. Mr. Brog is 42 years of age.

Allan A. Feder An independent business consultant for more than the past five years and Chief Executive Officer of Vitarroz Corporation (a proprietary brand food company) from 1988 to 2000. In October 2006, Mr. Feder was appointed lead director of the company. Mr. Feder is 74 years of age.

Stephen D. Greenberg Managing Director, Allen & Co., LLC since January 2002. Chairman of Fusient Media Ventures, Inc. from January 2000 through December 2001. Private Investor from November 1998 to December 1999. President of Classic Sports Network, Inc. from November 1993 through October 1998. Mr. Greenberg is 57 years of age.

John J. Jones Senior Vice President, General Counsel and Corporate Secretary for Argosy Gaming Company from January 2004 to the sale of Argosy in October 2005. Outside counsel to various businesses from December 2002 to January 2004. Managing Director of The Edward Andrews Group Inc., a boutique investment bank, and Vice Chairman and General Counsel of Legal Advantage Services, Inc. from December 2002 and January 2004. Executive Vice President, General Counsel and Corporate Secretary of RCN Corporation (a telecommunications company) from 1998 to December 2002. Mr. Jones is 39 years of age.

Ann Kirschner University Dean, CUNY Honors College since July 2006. President, Comma International (management consulting company, specializing in education, media and technology) since February 2003. Chief Executive Office and President of FATHOM (the first interactive knowledge network) from 1999 through January 2003. Dr. Kirschner was Vice President of Programming and Media Development for the National Football League from November 1994 through January 1999. Dr. Kirschner is 55 years of age.

David M. Mauer Chief Executive Officer of E&B Giftware, LLC since January 2003. An independent business consultant from July 2001 to December 2002. Served as President and Chief Executive Officer of Riddell Sports Inc. from 1993 until June 2001. Mr. Mauer is 57 years of age.

Jack H. Nusbaum Chairman of the New York law firm of Willkie Farr & Gallagher LLP and partner in that firm for more than thirty years. Mr. Nusbaum is also a director of W.R. Berkley Corporation and Strategic Distribution, Inc. Mr. Nusbaum is 65 years of age.

Richard Tarlow Honorary Chairman of Roberts & Tarlow (an advertising agency). Mr. Tarlow was the Chairman and President of Tarlow Advertising, a division of Revlon Inc., from 1987 to 2000 and Executive Vice President of Revlon Inc. from 1988 to 2000. Mr. Tarlow is 65 years of age.