Decision Nº M/07/015 from Competition and Consumer Protection Commission, 2007-04-30

• Jurisdiction: Ireland
• Parties: The Topps Company, Inc,Madison Dearborn Partners, LLC
• Date: 30 April 2007
• Decision Number: M/07/015
• Decision Date: 30 April 2007
• Court: Commissioner for Environmental Information

Merger Notification No. M/07/015 – MDP/Topps

DETERMINATION OF MERGER NOTIFICATION M/07/015 -

Madison Dearborn Partners, LLC/The Topps Company, Inc.

Section 21 of the Competition Act 2002

Proposed acquisition b y Madison Dearborn Partners, LLC of The Topps

Company, Inc.

Dated 30/04/2007

Introduction

1. On 4 April 2007 the Competition Authorit y (the “Authority”), in

accordance with Section 18(1)(a) of the Competition Act, 2002 (“the

Act”) was notified, o n a mandatory basis, of a proposed acquisition by

Madison Dearb orn Pa rtners, LL C (“MDP” ) of The Topps Company , Inc.

(“Topps”).

The Proposed Transaction

2. MDP will acquire [.] of the s hare capital of Topps and The Tornante

Company LLC (“Tornante”) will acquire [.] of the share capital of

Topps. Tornante is a privately held company that makes investments

and incubates companies and opportunities in the media and

entertainment industry. Tornante wi ll not have any contractual or other

right which would allow it to exercise joint control with MDP over

Topps. The proposed transaction will be effect ed as follows:

 The holding company is Tornante-MDP Joe Ho ldings LLC.

 Tornante-MDP Joe Acquisition Corp, the acquisition company, is a

wholly owned subsidiary of Tornante-MDP Joe H oldings LLC.

 Three of the MDP fu nds

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together with Tornante will acqu ire Topps

through Tornante-MDP Joe Acquisition Corp. Madison Dearborn

Capital Partners V-A, L.P. w ill control Tornante-MDP Joe Acquisition

Corp.

 Pursuant to the proposed transaction, Tornante-MDP Joe

Acquisition Corp will be merged with and into T opps.

The Undertakings Involved

The Acquirer

3. MDP is a p rivate equity investments firm s pecialising in a broad ra nge

of industry sectors such as basic industries , communications, consumer

goods and services, financial s ervices and health care. MDP comprises

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The three funds are Madison Dearborn Capital Partners V-A, L.P., Madison Dearborn Capital

Partners, V-C, L.P. and Madison D earborn Capital Partners V-Executive-A, L.P. These funds are

part of the MDCP V fund group.