Outdoor Channel Agrees to Increase to $10.25 Per Share in Transaction With
Kroenke Sports & Entertainment
TEMECULA, Calif., May 8, 2013 (GLOBE NEWSWIRE) -- Outdoor Channel Holdings,
Inc. (Nasdaq:OUTD) (the "Company" or "Outdoor Channel") today announced that
it entered into a second amendment to its merger agreement dated March 13,
2013 with Kroenke Sports & Entertainment, LLC ("KSE"), which was previously
amended on May 2, 2013. Under the terms of the amended merger agreement, the
merger consideration has been increased to $10.25 per share in cash (compared
to the previously agreed consideration of $9.35 per share).
Outdoor Channel's board of directors determined that this second amendment has
caused the May 3^rd InterMedia proposal of $9.75 per share to no longer
constitute a Superior Proposal (as defined in the merger agreement with KSE,
as amended). Outdoor Channel's board of directors unanimously approved the
second amendment to the merger agreement and recommends that Outdoor Channel's
stockholders vote to adopt the amended merger agreement at the special meeting
of Outdoor Channel stockholders, which the Outdoor Channel board of directors
anticipates will be held next week.
Under the terms of the amended merger agreement, the termination fee that
Outdoor Channel will be required to pay KSE upon termination of the amended
merger agreement under specified circumstances, including termination by KSE
in the event that the Outdoor Channel board of directors changes its
recommendation and no longer recommends that the Outdoor Channel stockholders
vote in favor of the adoption of the amended merger agreement, has been
increased to $7.5 million (approximately 2.8% of the equity value of the
transaction) from $1 million. Additionally, under the amended merger
agreement, the Outdoor Channel board cannot terminate the merger agreement for
a Superior Proposal, but instead Outdoor Channel must, unless KSE agrees
otherwise, submit a proposal for the adoption of the amended merger agreement
at a special meeting of the Outdoor Channel stockholders, even in the event of
a change of board recommendation.
In connection with the amendment of the merger agreement, Thomas H. Massie,
Perry T. Massie and certain of their affiliated entities and the members of
Outdoor Channel's board of directors and the executive officers of Outdoor
Channel, who collectively hold approximately 41% of the outstanding shares of
Outdoor Channel common stock, agreed to amend the terms of the support
agreements previously entered into by them with KSE to require such parties to
vote in favor of the adoption of the amended merger agreement even if Outdoor
Channel's board of directors changes its recommendation.
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, termination rights and voting requirements
Outdoor Channel stockholders who have already submitted a proxy with respect
to the KSE transaction do not need to take any action.However, if Outdoor
Channel stockholders wish 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 amended merger agreement;
*the risk that the other conditions to closing of the merger may not be
*that Outdoor Channel will not be able to terminate the amended merger
agreement in the event that the Outdoor Channel board of directors changes
its recommendation to the Outdoor Channel stockholders and no longer
recommends that the Outdoor Channel stockholders vote in favor of the KSE
*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 March18, 2013. You can
obtain free copies of these documents from Outdoor Channel in the manner set
CONTACT: For Company:
Executive Vice President, Chief Operating Officer/
Chief Financial Officer
Brainerd Communicators, Inc.
Brainerd Communicators, Inc.
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