Outdoor Channel Holdings, Inc. (Nasdaq:OUTD) (the "Company" or
"Outdoor Channel") today announced that it intends to adjourn its
special meeting of stockholders, which is scheduled to be held at
9:00 a.m., Pacific Time, on May 8, 2013, without conducting any
business, to a date and time to be determined. The location of such
reconvened special meeting will remain Outdoor Channel's facilities
located at 43455 Business Park Drive in Temecula, California.
The special meeting is being called to seek stockholder approval
of, among other things, the adoption of 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 proposals set out in Outdoor Channel's notice of
special meeting of stockholders dated April 12, 2013 will be
considered and voted on at such time as the adjourned special
meeting of stockholders is reconvened.
As previously announced, the Outdoor Channel board of directors,
after consultation with its 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 the
KSE Agreement, notice of which was delivered to KSE on May 4,
2013. Pursuant to the KSE Agreement, KSE has a 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.
In light of this announcement, Outdoor Channel has determined
that it is in the best interests of its stockholders to adjourn the
special meeting of stockholders to vote on the approval of the
adoption of the KSE Agreement, among other things, until after May
9, 2013 – the date by which this four business-day period will
expire. KSE has agreed to the adjournment of the special
meeting.
Stockholders do not need to take any action at this
time. Outdoor Channel will make additional disclosures in
advance of the reconvened special meeting, and stockholders will
have an opportunity to change their vote at any time prior to the
vote at the reconvened special meeting. 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.
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 or rights to adjourn
special meeting.
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. A description of the interest of Outdoor Channel's
directors and executive officers in Outdoor Channel is set forth in
the definitive proxy statement mailed to Outdoor Channel
stockholders on or around April 12, 2013 and the other documents
included and incorporated by reference therein. You can 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 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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