Outdoor Channel Announces Intent to Adjourn Special Meeting
TEMECULA, Calif., May 7, 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, 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 andIMTOC Merger Sub, Inc.(together, "InterMedia") to acquire
all outstanding shares ofOutdoor Channelcommon stock in an all-cash
transaction at a price of$9.75per 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 theOutdoor 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
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
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
*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
*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
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
CONTACT: For Company:
Executive Vice President, Chief Operating Officer/
Chief Financial Officer
Brainerd Communicators, Inc.
Brainerd Communicators, Inc.
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