Topps: Madison Dearborn bid beats Upper Deck

NEW YORK (Reuters) - Topps Co. TOPP.O, the trading card maker, said on Friday it favors a joint bid from Madison Dearborn Partners and an investment firm run by former Disney head Michael Eisner over a higher bid from rival Upper Deck Co.

The company, which is being sued by Upper Deck, said in a proxy filing with the U.S. Securities and Exchange Commission that the non-binding indication of interest received from Upper Deck is at an attractive price level but that key issues have not been resolved yet.

Upper Deck has offered $424 million for Topps while the Madison Dearborn group has agreed to $385 million.

Topps said Upper Deck offered no evidence how it will finance the deal. The trading card company also said the Upper Deck deal had higher regulatory risk and an inadequate break-up fee in the event the deal fails to close.

Topps also said in the filing that a plan by Crescendo Advisors to nominate directors to its board to try to block the private equity takeover "is vague and offers nothing new." It said the group's margin and price expectations are unrealistic and that if Crescendo wants to take control of Topps, they should make a superior proposal.