Outdoor Channel Agrees to Increased Price in Transaction With Kroenke Sports & Entertainment
03 May 2013 - 7:34AM
Outdoor Channel Holdings, Inc. (Nasdaq:OUTD) (the "Company" or
"Outdoor Channel") today announced that it entered into an
amendment to its merger agreement dated March 13, 2013 with Kroenke
Sports & Entertainment, LLC ("KSE"). Under the terms of the
amended merger agreement, the merger consideration has been
increased to $9.35 per share (compared to the previously agreed
consideration of $8.75 per share), which increased consideration
represents a premium of 23.8% to Outdoor Channel's closing
stock price on March 1, 2013, which was the last trading day prior
to the public disclosure of KSE's proposal to acquire Outdoor
Channel.
Outdoor Channel will file with the U.S. Securities and Exchange
Commission a supplement to the definitive proxy statement, dated
April 10, 2013, that will describe the revisions to the merger
agreement, including, among other things, the increase in the
consideration.
Outdoor Channel's board of directors approved the amendment to
the merger agreement and recommends that Outdoor Channel's
stockholders vote to approve the adoption of the amended merger
agreement at the special meeting of Outdoor Channel stockholders to
be held on May 8, 2013, at 9:00 a.m., Pacific Time, at Outdoor
Channel's facilities located at 43455 Business Park Drive,
Temecula, California 92590.
Outdoor Channel stockholders who have already submitted a proxy
with respect to the KSE transaction do not need to take any action.
However, if an Outdoor Channel stockholder wishes to change their
previous vote, they may revoke their proxy and change their vote
any time before the close of the vote of the special meeting. For
instructions on how to change your vote prior to the special
meeting, please refer to the definitive proxy statement.
Lazard is serving as exclusive financial advisor to Outdoor
Channel in connection with the transaction. Wilson Sonsini Goodrich
& Rosati, P.C. is legal advisor to Outdoor Channel in
connection with the transaction.
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 news 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," "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, in addition to those risk factors
disclosed in the Company's current and periodic reporting filed
with the SEC could affect the future results of the Company and
could cause those results or other outcomes to differ materially
from those expressed or implied in the forward-looking
statements:
- failure of Company stockholders to adopt the KSE Agreement;
- the risk that the other conditions to closing of the merger may
not be satisfied;
- the merger may involve unexpected costs, liabilities or delays;
- risks that the merger disrupts current plans and operations and
the potential difficulties in employee retention as a result of the
merger;
- the business of the Company may suffer as a result of
uncertainty surrounding the merger;
- the risk that the merger may not be consummated by the expected
closing date of the merger or at all;
- litigation in respect of the merger; and
- disruption from the merger making it more difficult to maintain
certain strategic relationships.
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 plans to
file with the SEC and furnish to its stockholders a proxy
statement. The proxy statement will contain important information
about the proposed transaction 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 AS THEY ARE MADE
AVAILABLE TO OUTDOOR CHANNEL STOCKHOLDERS BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Investors and security holders will be able to obtain free
copies of the proxy statement when made available and other
documents filed with the SEC by Outdoor Channel through the web
site maintained by the SEC at www.sec.gov .Free copies of the proxy
statement when made available and other documents filed with the
SEC can also be obtained on 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. When made available, a description of the interest of
Outdoor Channel's directors and executive officers in Outdoor
Channel will be set forth in the proxy statement and the other
documents included and incorporated by reference therein. You
can find information about Outdoor Channel's executive officers and
directors in its annual report on Form 10-K filed with the SEC on
March 9, 2012. You can 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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