Outdoor Channel Agrees to be Acquired by Kroenke Sports & Entertainment
TEMECULA, Calif., March 13, 2013 (GLOBE NEWSWIRE) -- Outdoor Channel Holdings,
Inc. (Nasdaq:OUTD) (the "Company" or "Outdoor Channel") today announced that
it entered into a definitive merger agreement (the "KSE Agreement") with
Kroenke Sports & Entertainment, LLC ("KSE") pursuant to which KSE will acquire
all of the outstanding shares of common stock of Outdoor Channel in an
all-cash transaction at a price of $8.75 per share. This per share price
represents a premium of approximately 15.9% to Outdoor Channel's closing stock
price on March 1, 2013, which was the last trading day prior to the public
disclosure of the KSE proposal, and approximately 21.7% to Outdoor Channel's
closing stock price on November 15, 2012, which was the last trading day prior
to Outdoor Channel's announcement that it had entered into a definitive merger
agreement (the "InterMedia Agreement") with InterMedia Outdoors Holdings, LLC
"Our board of directors has unanimously determined that the proposed all-cash
merger with KSE offers superior value for our stockholders," said Tom Hornish,
Outdoor Channel's President and Chief Executive Officer. "We are pleased that
Kroenke Sports & Entertainment has agreed to purchase Outdoor Channel."
As previously announced, KSE submitted its binding offer to acquire Outdoor
Channel and on March 6, 2013, Outdoor Channel notified InterMedia of its
intention to terminate the InterMedia Agreement (subject to InterMedia's
right, pursuant to the InterMedia Agreement, to propose, within four business
days of such notice, changes to the terms of the InterMedia Agreement so that
the KSE proposal would no longer constitute a Superior Proposal (as defined in
the InterMedia Agreement)).Following the expiration of this four business-day
period, the Outdoor Channel board determined that the KSE proposal continued
to constitute a Superior Proposal and, as a result, immediately prior to
entering into the KSE Agreement, Outdoor Channel terminated the InterMedia
Agreement.In accordance with the terms of the InterMedia Agreement, Outdoor
Channel paid InterMedia Outdoors Holdings, LLC a $6.5 million termination fee.
The transaction, which is expected to be completed in the second quarter of
2013, is subject to the satisfaction of customary closing conditions,
including the receipt of requisite regulatory approvals and adoption of the
KSE Agreement by Outdoor Channel's stockholders.Outdoor Channel's largest
stockholders, Perry T. Massie, Thomas H. Massie and their affiliated entities
and Outdoor Channel's directors and executive officers, who currently
represent a combined ownership of approximately 41% of the Company, each have
agreed to vote in favor of the transaction, subject to certain exceptions.
The special meeting of stockholders of Outdoor Channel to adopt the InterMedia
Agreement, which was originally scheduled for March 13, 2013, and which the
Company announced it intended to adjourn to March 22, 2013, has been
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.Allen &
Company LLC is serving as exclusive financial advisor to KSE in connection
with the transaction.Wachtell, Lipton, Rosen & Katz is legal advisor to KSE
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 39.1
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.
Denver-based Kroenke Sports & Entertainment is one of the world's leading
ownership, entertainment and management groups. As owners and operators of
Pepsi Center, the Paramount Theatre, Dick's Sporting Goods Park, the Colorado
Avalanche (NHL), Denver Nuggets (NBA), Colorado Mammoth (NLL) and Colorado
Rapids (MLS), KSE's sports and entertainment assets are second to none.
Additional properties under KSE's umbrella include Altitude Sports &
Entertainment, a 24-hour regional television network; Altitude Authentics, the
company's official retail provider; and TicketHorse, the official ticketing
provider for KSE teams and venues.
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 U.S. Securities and Exchange Commission
(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
*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
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
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 March9, 2012. You can obtain
free copies of these documents from Outdoor Channel in the manner set forth
CONTACT: For Outdoor Channel:
Executive Vice President, Chief Operating Officer/
Chief Financial Officer
Brainerd Communicators, Inc.
Brainerd Communicators, Inc.
Vice President, Communications
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