Topps says withdrawn offer by Upper Deck was a sham

Topps Co., the maker of baseball cards and Bazooka bubble gum, said rival Upper Deck Co.'s withdrawal of a $416 million offer for the company shows that the bid was a "sham." Topps shares fell the most in more than a year.

Topps vowed to hold Upper Deck accountable for "damages suffered by Topps and our stockholders" as a result, in a statement e-mailed today to Bloomberg News. Upper Deck withdrew its $10.75-a-share offer last night.

In dropping the bid, Upper Deck said Topps managers tried to block it in favor of a lower offer from a private-equity group led by former Walt Disney Co. Chief Executive Officer Michael Eisner. In March, Eisner's Tornante Co. and Madison Dearborn Partners bid $9.75 a share, or $384.5 million, for Topps. Closely held Upper Deck made its proposal in May.

"We are extremely disappointed that Upper Deck has withdrawn its tender offer," Topps said in the statement. "This confirms our suspicion that the tender offer was, in fact, a sham."