Outdoor Channel Announces Intention to Adjourn Special Meeting of Stockholders
and Extension of Stockholder Election Deadline
TEMECULA, Calif., March 8, 2013 (GLOBE NEWSWIRE) -- Outdoor Channel Holdings,
Inc. (Nasdaq:OUTD) (the "Company" or "Outdoor Channel") today announced that
it intends to adjourn its special meeting of stockholders that is scheduled to
be held at 9:00 a.m., Pacific Time, on March 13, 2013, without conducting any
business. The special meeting is expected to be adjourned to 9:00 a.m.,
Pacific Time, on March 22, 2013.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
InterMedia Outdoors Holdings, LLC, InterMedia Outdoor Holdings, Inc. ("IMOH")
and certain of their affiliates (collectively, "InterMedia") dated as of
November 15, 2012 (the "InterMedia Agreement").The proposals set out in
Outdoor Channel's notice of special meeting of stockholders dated February 12,
2013 will be considered and voted on at such time as the adjourned special
meeting of stockholders is reconvened.
As previously announced on March 4, 2013, Outdoor Channel received a proposal
submitted by Kroenke Sports & Entertainment, LLC ("KSE") to acquire all
outstanding shares of Outdoor Channel common stock in an all-cash transaction
at a price of $8.75 per share.Yesterday, Outdoor Channel announced that the
Outdoor Channel board of directors, after consultation with its outside legal
counsel and financial advisor, unanimously determined that the KSE proposal
constitutes a "Superior Proposal" as such term is defined in InterMedia
Agreement.In accordance with the terms of the InterMedia Agreement, Outdoor
Channel notified InterMedia of its intention to terminate the InterMedia
Agreement, subject to InterMedia's right to propose, within four business days
of such notice, changes to the terms of the InterMedia Agreement that would,
in the good faith judgment of the Outdoor Channel board (after consultation
with outside legal counsel and financial advisors), cause the KSE 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 until such time that the four
business-day period has expired and all relevant information relating thereto
has been made available to its stockholders.
Stockholders do not need to take any action at this time.Outdoor Channel will
make additional disclosure in advance of the reconvened special meeting, and
stockholders will have an opportunity to change its vote at any time prior to
the vote at the reconvened special meeting.If an Outdoor Channel 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 an Outdoor Channel stockholder would like to vote or
change its vote, please refer to the instructions provided in the definitive
proxy statement/prospectus.The record date for Outdoor Channel stockholders
entitled to vote at the special meeting remains January 25, 2013.
Outdoor Channel also announced today that it and InterMedia have agreed to
extend the deadline for Outdoor Channel stockholders to elect the form of
merger consideration they wish to receive in connection with the proposed
acquisition of Outdoor Channel by InterMedia to 5:00 P.M., New York City
time,on March 20, 2013 (the "Election Deadline").As previously announced,
Outdoor Channel stockholders can elect, for each share of Outdoor Channel
common stock held, either cash, IMOH common stock, or a mix of cash and IMOH
common stock, according to the terms set forth in the proxy
statement/prospectus.Elections for all cash and elections for all stock may
be subject to proration.
In order for an election to be effective, the exchange agent, Computershare
Trust Co., must receive a properly completed Election Form and Letter of
Transmittal prior to the Election Deadline.Outdoor Channel stockholders who
have already submitted a completed Election Form and Letter of Transmittal,
but wish to change their consideration election, may withdraw such submission
and resubmit a new Election Form and Letter of Transmittal to the exchange
agent prior to the Election Deadline.
Copies of the Election Form and Letter of Transmittal and proxy
statement/prospectus were mailed to Outdoor Channel stockholders on or about
February 12, 2013, and contain additional information regarding the
transaction, submitting your vote and making a consideration election.Outdoor
Channel stockholders are urged to carefully review the proxy
statement/prospectus and the other materials included or incorporated by
If you have any questions, or require assistance in voting your proxy, please
call Georgeson Inc., who is acting as the proxy solicitor and the information
agent for the transaction, at (888)293-6812 (toll free) or (212)440-9800
(banks and brokers).
About Outdoor Channel Holdings, Inc.
Outdoor Channel Holdings, Inc. owns and operates Outdoor Channel and
Winnercomm Inc. Nielsen estimated that Outdoor Channel had approximately 39.1
million cable, satellite and telco subscribers for March 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. 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 and those discussed in "Risk Factors" in the Registration
Statement on Form S-4 filed by IMOH (with respect to the proposed acquisition
by InterMedia) and in the documents which are incorporated by reference
therein, could cause those results or other outcomes to differ materially from
those expressed or implied in the forward-looking statements:
*the risk that the KSE proposal will not lead to the termination of the
InterMedia Agreement and the execution of a merger agreement with KSE, or
that the KSE approval will be approved or consummated;
*failure of InterMedia and Outdoor Channel to enter into an amendment to
the InterMedia Agreement that would, in the good faith judgment of the
Outdoor Channel board (after consultation with outside legal counsel and
financial advisors), cause the KSE proposal to no longer constitute a
*the risk that, if the KSE proposal does not lead to the execution of a
merger agreement with KSE, that the Company stockholders will not adopt
the InterMedia Agreement and the proposed acquisition by InterMedia will
not be consummated; and
*the risk that, due to proration under the terms of the InterMedia
Agreement, stockholders may not receive the form of consideration that
they have elected.
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 InterMedia. In connection with the proposed
transaction, the Registration Statement on Form S-4, as amended (Registration
No.333-185106), filed by IMOH on November21, 2012 with the SEC, that
includes the proxy statement of Outdoor Channel and that also constitutes a
prospectus of IMOH, was declared effective on February 11, 2013.
On February 12, 2013, Outdoor Channel commenced the mailing of the definitive
proxy statement/prospectus with respect to the transaction to stockholders of
Outdoor Channel. OUTDOOR CHANNEL URGES INVESTORS TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS INCLUDED AND INCORPORATED THEREIN AND
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the
definitive proxy statement/prospectus 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 definitive proxy statement/prospectus and other documents
filed with the SEC can also be obtained on Outdoor Channel's website at
CONTACT: For Company:
Tom Allen Executive Vice President, Chief Operating Officer/
Chief Financial Officer
Brainerd Communicators, Inc.
Press spacebar to pause and continue. Press esc to stop.