The Topps Company, Inc. (“Topps” or “the Company”), a global leader
in sports and entertainment collectibles and confections, and
Mudrick Capital Acquisition Corp. II (NASDAQ: MUDS) (“MUDS”), a
special purpose acquisition company, announced today that MUDS has
filed a definitive proxy statement on Schedule 14A with the U.S.
Securities and Exchange Commission (“SEC”) in connection with the
proposed business combination between MUDS and Topps. On August 2,
2021, MUDS commenced mailing the definitive proxy materials to MUDS
stockholders of record as of June 30, 2021. The filing can be
accessed by searching for Mudrick Capital Acquisition Corp. II on
the SEC’s website at https://www.sec.gov/edgar.html.
MUDS has scheduled a special meeting of its
stockholders in lieu of its 2021 annual meeting of stockholders
(the “Special Meeting”) to vote on the proposed transaction with
Topps and related matters for August 25, 2021 at 10:00 a.m. ET. The
Special Meeting will be completely virtual and conducted via live
webcast. Stockholders of record as of June 30, 2021 will be
entitled to vote at the Special Meeting. After careful
consideration, the Board of Directors for MUDS recommends that its
stockholders vote “FOR” the proposed business combination.
Upon closing of the transaction, the combined
company will be named Topps Companies, Inc. and will be listed on
NASDAQ under the new ticker symbol “TOPP.”
About The Topps CompanyFounded
in 1938, The Topps Company, Inc. is a global consumer products
company that entertains and delights consumers through a diverse,
engaging, multi-platform product portfolio that includes physical
and digital collectibles, trading cards, trading card games,
sticker and album collections, memorabilia, curated experiential
events, gift cards and novelty confections. Topps Physical Sports
& Entertainment products include Major League Baseball, Major
League Soccer, UEFA Champions League, Bundesliga, National Hockey
League, Formula 1, Star Wars, WWE, Wacky Packages®, Garbage Pail
Kids®, Mars Attacks® and more. Topps Digital Sports &
Entertainment has connected with people around the world who have
downloaded our apps including Topps® BUNT®, TOPPS® KICK®, Star
Wars™: Card Trader by Topps®, Topps® WWE SLAM™, Topps® NHL SKATE™,
Marvel Collect! by Topps® and Disney Collect! by Topps®. Topps
Digital Services is a leading processor, distributor and program
manager of prepaid gift cards and provider of cloud-based financial
services and white label e-gift solutions for widely recognized
digital businesses that include Airbnb, Deliveroo, DoorDash, Hulu,
Instacart, Netflix, Nike, Twitch and Uber. Topps Confections,
Bazooka Candy Brands, produces, markets and distributes confections
brands including Ring Pop®, Push Pop®, Baby Bottle Pop®, Juicy
Drop®, Finders Keepers®, and Bazooka® bubble gum. For additional
information visit topps.com, play.toppsapps.com,
toppsdigitalservices.com, Candymania.com,
investors.thetoppscompany.com.
About The Tornante CompanyThe
Tornante Company, LLC is a privately held investment firm founded
and owned by former Walt Disney Company CEO Michael Eisner.
Tornante invests in, acquires, and operates media and entertainment
companies. The company owns Topps and Portsmouth Football Club, of
the English Football League, and has created critically acclaimed
series such as Undone for Amazon Studios, BoJack Horseman and Tuca
and Bertie for Netflix, and NOS4A2, an AMC Original Series.
About Mudrick Capital Acquisition
Corporation IIMUDS is a blank check company formed for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. The company is led by
Chief Executive Officer and Chairman of the Board of Directors,
Jason Mudrick, Chief Financial Officer, Glenn Springer, Vice
President, Victor Danh and Vice President, David Kirsch. Its
sponsor is an affiliate of Mudrick Capital Management, L.P., which
currently manages approximately $3.5 billion with a specialty in
event-driven and special situation investing in public and private
companies in North America. Additional information regarding MUDS
may be found at: www.MudrickCapitalAcquisitionCorp.com.
Cautionary Language Regarding
Forward-Looking StatementsThis press release includes
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be
identified by the use of words such as “forecast,” “intend,”
“seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,”
“plan,” “outlook,” and “project” and other similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. Such forward-looking statements
may include estimated financial information, including with respect
to revenues, earnings, performance, strategies, prospects and other
aspects of the businesses of MUDS, Topps or the combined company
after completion of the proposed business combination, and are
based on current expectations that are subject to known and unknown
risks and uncertainties, which could cause actual results or
outcomes to differ materially from expectations expressed or
implied by such forward-looking statements. These factors include,
but are not limited to: (1) the occurrence of any event, change or
other circumstances that could result in the proposed business
combination not being completed at all or on the expected timeline,
including as a result of the termination of the definitive
documentation with respect to the proposed business combination or
the failure to obtain approval of MUDS’ stockholders or other
conditions to closing in the definitive documentation with respect
to the proposed business combination; (2) the outcome of any legal
proceedings that may be instituted against MUDS or Topps or any of
their respective directors or officers, following the announcement
of the proposed business combination; (3) the ability to meet
applicable NASDAQ listing standards; (4) the risk that the proposed
business combination disrupts current plans and operations of
Topps’ business as a result of the announcement and consummation of
the proposed business combination; (5) the inability to complete
the private placement; (6) changes in domestic and foreign
business, market, financial, political and legal conditions; (7)
the ability to recognize the anticipated benefits of the proposed
business combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (8) costs
related to the proposed business combination; (9) changes in
applicable laws or regulations; (10) the impact of the global
COVID-19 pandemic on any of the foregoing risks; and (11) other
risks and uncertainties indicated from time to time in the proxy
statement relating to the proposed business combination, including
those under “Risk Factors” therein, and other documents filed or to
be filed with the Securities and Exchange Commission (the “SEC”) by
MUDS. Investors are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
MUDS and Topps undertake no commitment to update or revise the
forward-looking statements, whether as a result of new information,
future events or otherwise. The forward-looking statements in this
press release speak as of the date of its filing. Although MUDS may
from time to time voluntarily update its prior forward-looking
statements, it disclaims any commitment to do so whether as a
result of new information, future events, changes in assumptions or
otherwise except as required by applicable securities laws.
No Offer or SolicitationThis
press release shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the proposed business combination. This press release
shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of section 10 of the Securities
Act of 1933, as amended, or an exemption therefrom.
Additional Information About the
Proposed Business Combination and Where to Find ItIn
connection with the proposed business combination involving MUDS
and Topps, MUDS filed a definitive proxy statement with the SEC on
July 30, 2021 relating to the proposed business combination. This
press release does not contain all the information that should be
considered concerning the proposed business combination and is not
intended to form the basis of any investment decision or any other
decision in respect of the proposed business combination. MUDS’
stockholders and other interested persons are advised to read the
definitive proxy statement and any other documents filed in
connection with MUDS’ solicitation of proxies for its special
meeting of stockholders to be held to approve the proposed business
combination and other matters, as these materials will contain
important information about MUDS, Topps and the proposed business
combination. The definitive proxy statement and other relevant
materials for the proposed business combination will be mailed to
stockholders of MUDS as of June 30, 2021, the record date
established for voting on the proposed business combination.
Stockholders of MUDS may also obtain copies of the proxy statement
and other documents filed with the SEC, without charge, once
available, at the SEC’s website at www.sec.gov. In addition, the
documents filed by MUDS may be obtained free of charge from MUDS by
directing a request to: Mudrick Capital Acquisition Corporation II,
527 Madison Avenue, Sixth Floor, New York, New York 10022.
Participants in the
SolicitationMUDS, Topps and certain of their respective
directors, executive officers and other members of management and
employees may, under SEC rules, be deemed to be participants in the
solicitations of proxies from MUDS’ stockholders in connection with
the proposed business combination. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of MUDS’ stockholders in connection with the proposed
business combination is set forth in MUDS’ proxy statement filed
with the SEC. You can find more information about MUDS’ directors
and executive officers in MUDS’ Amendment No. 2 to the Annual
Report on Form 10-K for the fiscal year ended December 31, 2020,
which was filed with the SEC on May 10, 2021. Additional
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, is included in MUDS’ definitive
proxy statement. Stockholders, potential investors and other
interested persons should read the proxy statement carefully before
making any voting or investment decisions. These documents can be
obtained free of charge from the sources indicated above.
Investor ContactTom Filandro
and Brendon Frey, ICR, Inc.ToppsIR@icrinc.com
Media Contact
Topps Keil Decker, ICR, Inc.ToppsPR@icrinc.com
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