Outdoor Channel Holdings,
Inc. OUTD (the "Company" or "Outdoor Channel") today acknowledged
that it received an unsolicited, nonbinding, written proposal (the
"Alternative Proposal") from Kroenke Sports & Entertainment, LLC ("Kroenke")
to acquire all of its outstanding shares of common stock in an all-cash
transaction at a price of $8.75 per share, subject to the completion of
limited confirmatory due diligence and the execution of a definitive merger
agreement.
The Company confirmed that Outdoor Channel's board of directors (the "Board")
believes that the Alternative Proposal is bona fide and the Board, in
consultation with its outside legal counsel and financial advisors, has
determined in good faith that the Alternative Proposal would reasonably be
expected to result in a "Superior Proposal" as such term is defined in the
InterMedia Agreement. Accordingly, Outdoor Channel's board has authorized
discussions with Kroenke regarding the Alternative Proposal. There is no
assurance that these discussions will result in a definitive agreement with
Kroenke or a binding offer with respect to a transaction for Outdoor Channel
by Kroenke, or of the timing of any such agreement or offer and the terms on
which any such agreement or offer may be made.
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