Outdoor Channel Holdings,
Inc. OUTD (the "Company" or "Outdoor Channel") today announced that
its board of directors, after consultation with the Company's outside legal
counsel and financial advisor, unanimously determined that the May 3, 2013
proposal submitted by InterMedia Outdoors Holdings, LLC and IMTOC Merger Sub,
Inc. (together, "InterMedia") to acquire all outstanding shares of Outdoor
Channel common stock in an all-cash transaction at a price of $9.75 per share
constitutes a "Superior Proposal" as such term is defined in 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
definitive terms and conditions of a merger agreement detailing this proposal
have been fully negotiated, and financing commitments have been obtained by
InterMedia. The receipt by InterMedia of financing is not a condition to the
closing of the proposed InterMedia merger. In addition, there are no
contractual limitations on remedies available to Outdoor Channel against
InterMedia in the event of a financing failure.
In accordance with the terms of the KSE Agreement, Outdoor Channel has
notified KSE of its intention to terminate the KSE Agreement, subject to KSE's
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 the
Outdoor Channel board (after consultation with outside legal counsel and
financial advisors), cause the InterMedia proposal to no longer constitute a
Superior Proposal.
At this time the KSE Agreement remains in effect, and the Outdoor Channel
board has not changed its recommendation with respect to the KSE transaction.
If the InterMedia proposal continues to constitute a Superior Proposal after
the expiration of the four business-day period ending at 5:00 p.m., Pacific
Time, May 9, 2013, Outdoor Channel expects to terminate the KSE Agreement and
to enter into the merger agreement with InterMedia. In such event, Outdoor
Channel would be required to pay KSE a break-up fee in the amount of
$1,000,000.
Stockholders do not need to take any action at this time. 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
transaction.
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