Outdoor Channel Determines That InterMedia Proposal is a Superior Proposal
06 Mai 2013 - 3:00PM
Outdoor Channel Holdings, Inc. (Nasdaq:OUTD) (the "Company" or
"Outdoor Channel") today announced that its board of directors,
after consultation with the Company's outside legal counsel and
financial advisor, unanimously determined that the May 3, 2013
proposal submitted by InterMedia Outdoors Holdings, LLC and IMTOC
Merger Sub, Inc. (together, "InterMedia") to acquire all
outstanding shares of Outdoor Channel common stock in an all-cash
transaction at a price of $9.75 per share constitutes a "Superior
Proposal" as such term is defined in Outdoor Channel's merger
agreement with Kroenke Sports & Entertainment, LLC ("KSE") and
KSE Merger Sub, Inc. dated as of March 13, 2013 (the "KSE
Agreement"). The definitive terms and conditions of a merger
agreement detailing this proposal have been fully negotiated, and
financing commitments have been obtained by InterMedia. The
receipt by InterMedia of financing is not a condition to the
closing of the proposed InterMedia merger. In addition, there
are no contractual limitations on remedies available to Outdoor
Channel against InterMedia in the event of a financing failure.
In accordance with the terms of the KSE Agreement, Outdoor
Channel has notified KSE of its intention to terminate the KSE
Agreement, subject to KSE's right to propose, within four business
days of such notice, changes to the terms of the KSE Agreement that
would, in the good faith judgment of the Outdoor Channel board
(after consultation with outside legal counsel and financial
advisors), cause the InterMedia proposal to no longer constitute a
Superior Proposal.
At this time the KSE Agreement remains in effect, and the
Outdoor Channel board has not changed its recommendation with
respect to the KSE transaction. If the InterMedia proposal
continues to constitute a Superior Proposal after the expiration of
the four business-day period ending at 5:00 p.m., Pacific Time, May
9, 2013, Outdoor Channel expects to terminate the KSE Agreement and
to enter into the merger agreement with InterMedia. In such
event, Outdoor Channel would be required to pay KSE a break-up fee
in the amount of $1,000,000.
Stockholders do not need to take any action at this
time. If a stockholder has previously submitted its proxy card
or voted by internet or telephone and does not currently wish to
change its vote, no further action is required by such
stockholder. If a stockholder would like to vote or change its
vote, please refer to the instructions provided in the definitive
proxy statement which was mailed to Outdoor Channel stockholders on
or about April 12, 2013. Stockholders are urged to carefully
review the definitive proxy statement and the other materials
included or incorporated by reference therein as these materials
include additional information regarding the transaction.
The Outdoor Channel board cautions that there can be no
assurance that the InterMedia proposal will lead to the termination
of the KSE Agreement and the execution of a merger agreement with
InterMedia, or that the InterMedia proposal will be approved or
consummated.
Lazard is serving as exclusive financial advisor to the Company
in connection with the transaction. Wilson Sonsini
Goodrich & Rosati, P.C. is legal advisor to the
Company.
About Outdoor Channel Holdings, Inc.
Outdoor Channel Holdings, Inc. owns and operates Outdoor Channel
and Winnercomm Inc. Nielsen estimated that Outdoor Channel had
approximately 39.8 million cable, satellite and telco subscribers
for May 2013. Outdoor Channel offers programming that captures the
excitement of hunting, fishing, shooting, adventure and the Western
lifestyle and can be viewed on multiple platforms including high
definition, video-on-demand, as well as on a dynamic broadband
website. Winnercomm is one of America's leading and highest quality
producers of live sporting events and sports series for cable and
broadcast television. The Company also owns and operates the SkyCam
and CableCam aerial camera systems which provide dramatic overhead
camera angles for major sports events, including college and NFL
football.
Safe Harbor Statement
Certain matters discussed in this press release, with the
exception of historical matters, may be forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. In some cases, forward-looking statements can be
identified by words such as "anticipates," "estimates," "expects,"
"believes," "intends," "plans," "predicts," and similar terms.
These statements are subject to a number of risks and uncertainties
that could cause results to differ materially from those
anticipated as of the date of this release. You should understand
that the following important factors could cause outcomes to differ
materially from those expressed or implied in the forward-looking
statements:
- KSE making a proposal of changes to the terms of the KSE
Agreement that would cause the InterMedia proposal to no longer
constitute a Superior Proposal;
- failure of the Company to terminate the KSE Agreement;
- failure of the Company to execute a merger agreement with
InterMedia;
- failure of the Company stockholders to approve a merger
agreement with InterMedia;
- failure to consummate a merger with InterMedia; and
- litigation in respect of the merger.
The Company also cautions the reader that undue reliance should
not be placed on any forward-looking statements, which speak only
as of the date of this release. The Company undertakes no duty or
responsibility to update any of these forward-looking statements to
reflect events or circumstances after the date of this report or to
reflect actual outcomes.
IMPORTANT INFORMATION FOR INVESTORS AND
SECURITYHOLDERS
This communication is being made in respect of a proposed
business combination involving Outdoor Channel and KSE. In
connection with this proposed transaction Outdoor Channel has filed
a definitive proxy statement with the SEC on April 11, 2013 which
was mailed to Outdoor Channel stockholders on or about April 12,
2013. The definitive proxy statement contains important information
about the proposed merger and related matters.
OUTDOOR CHANNEL URGES INVESTORS TO CAREFULLY READ IN ITS
ENTIRETY THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS
INCLUDED AND INCORPORATED BY REFERENCE THEREIN BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Investors and security holders can obtain free copies of the
definitive proxy statement and other documents filed with the SEC
by Outdoor Channel through the web site maintained by the SEC at
www.sec.gov, or through Outdoor Channel's website at
www.outdoorchannel.com.
PROXY SOLICITATION
Outdoor Channel and its respective directors, executive officers
and certain other members of management and employees may be
soliciting proxies from Outdoor Channel stockholders in favor of
the merger. A description of the interests of Outdoor Channel's
directors and executive officers in Outdoor Channel is set forth in
the definitive proxy statement and the other documents included and
incorporated by reference therein. You may find information
about Outdoor Channel's executive officers and directors in its
amendment to its annual report on Form 10-K filed with the SEC on
April 29, 2013. You may obtain free copies of these documents from
Outdoor Channel in the manner set forth above.
CONTACT: For Company:
Tom Allen
Executive Vice President, Chief Operating Officer/
Chief Financial Officer
800-770-5750
tallen@outdoorchannel.com
For Investors:
Brad Edwards
Brainerd Communicators, Inc.
212-986-6667
edwards@braincomm.com
For Media:
Nancy Zakhary
Brainerd Communicators, Inc.
212-986-6667
nancy@braincomm.com
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