Cautionary Note Regarding Forward-Looking Statements
This presentation may contain statements that are not historical facts and are considered “forward-looking” within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are identified by their use of the terms: “expect(s),” “intend(s),” “may,” “plan(s),” “should,” “could,” “will,”
“believe(s),” “anticipate(s),” “estimate(s),” or similar terms. The Topps Company, Inc. (“Topps” or the “Company”) or its representatives may also make similar
forward-looking statements from time to time orally or in writing. You are cautioned that these forward-looking statements are subject to a number of risks,
uncertainties, or other factors that may cause (and in some cases have caused) actual results to differ materially from those described in the forward-looking statements.
These risks and uncertainties include, but are not limited to, the following:
These factors may not constitute all factors that could cause actual results to differ materially from those discussed in any forward-looking statement. Topps operates in a
continually changing business environment and new factors emerge from time to time. The Company cannot predict such factors nor can its assess the impact, if any, of
such factors on its financial position or its results of operations or whether or when the merger will be consummated. Accordingly, forward-looking statements should
not be relied upon as a predictor of actual results.
Many of the factors that will determine the Company’s future results or whether or when the merger will be consummated are beyond its ability to control or predict. In
light of the significant uncertainties inherent in the forward-looking statements contained herein, you should not rely on forward-looking statements.
Additional factors that may affect the future results of Topps are set forth in its filings with the Securities and Exchange Commission, which are available via the Internet
atwww.topps.com orwww.sec.gov. Neither Topps nor any of its representatives undertakes any obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise the otherwise.
the risk that the merger transaction described in this presentation may not be consummated in a timely manner, if at all;
the inability to obtain the required vote for approval of the Company’s stockholders in order to consummate the merger;
the outcome of any legal proceeding instituted against Topps and/or others in connection with the proposed merger;
the failure of the conditions to the consummation of the merger to be satisfied;
the termination of the merger agreement prior to the consummation of the merger;
notwithstanding the fact that there is no financing condition to the merger, the inability of Tornante/MDP to obtain the financing required to pay the merger
consideration and/or to otherwise consummate the merger and the other transactions contemplated by the merger agreement;
the businesses of Topps suffering as a result of uncertainty surrounding the merger, including, but not limited to, potential difficulties in employee retention, adverse
effects on client or customer relationships and disruption of current plans or operations, or, if the merger agreement is terminated or the merger otherwise fails to
occur, the uncertainties associated with any anticipated, potential or actual subsequent attempt to acquire Topps;
the diversion of Topps management’s attention from ongoing business operations;
the enactment or imposition of future regulatory or legislative actions that adversely affect Topps or any industry or jurisdiction in which it operates its businesses;
the adverse effects of other economic, business and/or competitive factors; and
other risks detailed in the Company’s current filings with the Securities and Exchange Commission, including its most recent filings on Form 10-K or Form 10-Q,
which discuss these and other important risk factors concerning the Company’s operations.
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Presentation to Investors(August 2007)
