The Topps Company (NDAQ:TOPP) shares dropped yesterday after Proxy Governance Inc. - a company that advises shareholders - recommended a vote against a proposed $9.75 per share buyout, calling the negotiation flawed. The vote next week is expected to be extremely close as shareholders weigh their options.

The main problem with the process was a $10.75 bid by Upper Deck that was withdrawn earlier this week. The bid led many shareholders to believe that the current $9.75 offer is too low and also prompted many proxy advisory firms to view the process as flawed. In the end, many analysts believe that the offer will be rejected in hopes of a higher offer by Topps or a proxy contest to replace the board and management afterwards.

Several hedge funds have also been pushing the company's shareholders towards replacing the board and management rather than selling out. Chicago-based Dearborn Partners is one such owner that has recommended against the buyout proposal saying that shares could be worth as much as $12 to $18 per share in two years under new management.

In the end, many are expecting the buyout bid to fail and a proxy contest to replace management and the board to ensue. Some even believe that a new board and management may prompt Upper Deck to renew or increase its offer for the company in the near future. Combined, these factors make TOPP a stock worth watching!

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