Callaway, of Carlsbad, Calif., and the German sporting goods giant Adidas had vied to acquire Top-Flite's assets after it sought Chapter 11 bankruptcy protection in June.
More than 30 bids and counter bids were exchanged until Adidas-Soloman AG pulled out early Thursday, Top-Flite said.
Top-Flite spokeswoman Lynn Luczkowski declined to immediately reveal the offer by Callaway or Adidas' bid, pending a Thursday hearing in U.S. Bankruptcy Court in Wilmington, Del.
Adidas spokeswoman Anne Putz confirmed the company pulled out of the bidding for Top-Flite. Putz would not disclose the bidding price at the time. Callaway had made a base bid of $125 million but the final offer was expected to be substantially higher.
Privately held Top-Flite was formerly Spalding Sports Worldwide. The name was changed in April after the company sold the Spalding brand and its line of inflatable balls to Russell Corp. the Atlanta-based athletic wear maker.
Top-Flite, the nation's second-largest golf ball maker behind industry leader Titleist, had $250 million in golf ball sales last year. But chief executive Jim Craigie said the company's $530 million in debt in a highly competitive market forced it into bankruptcy. Under the deal, Top-Flite would retain its debt.
Callaway, known for its Big Bertha clubs, is the world's largest producer of golf clubs with earnings of $792 million in 2002.
Company officials have said they plan to maintain Top-Flite's manufacturing plant in Chicopee, which is one of the city's largest employers with 935 workers.
Adidas, which makes Maxfli balls, the third-largest seller with about 8 percent of the market, had made no commitments about retaining the manufacturing plant.
A.G. Spalding, a Hall of Fame pitcher for the Chicago White Sox and Boston Red Stockings in the days when pitchers made their own balls, launched his namesake company in 1876 in Chicago and moved it to Chicopee at the turn of the century.
Spalding introduced the first American-made golf club in 1894 and added golf balls a year later.
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