, Feb. 26, 2013 /PRNewswire/ -- Outdoor Channel Holdings, Inc. (NASDAQ: OUTD)(the "Company" or "Outdoor Channel") announced that Institutional Shareholder Services Inc. ("ISS"), a leading independent U.S. proxy advisory firm, has recommended that the Company stockholders vote "FOR" the proposed acquisition of the Company by InterMedia Outdoor Holdings, Inc. ("IMOH").
In its recommendation issued on
February 25, 2013
, ISS notes* "Vote FOR the proposed transaction due to the expected business synergies created by the combined company, the relatively thorough market check performed by the [Board of Directors of the Company] in 2011, and the premium share price offered over the day prior to announcement."
Thomas E. Hornish
, President and Chief Executive Officer of the Company, said, "We are pleased that one of the nation's leading proxy advisory firms recognizes the merits of the combination between Outdoor Channel and InterMedia Outdoor Holdings. Our Board of Directors, with the assistance of our financial and legal advisors, conducted an extensive and thorough exploration of Outdoor Channel's strategic alternatives, and unanimously concluded that the proposed transaction is the best alternative for Outdoor Channel and its stockholders. We believe our proposed merger is a logical and highly complementary transaction
that will create the premier media and content company serving the outdoor enthusiast market. Through this combination we will have the scale, resources and flexibility to better serve all of our audiences, while driving increased returns for our stockholders."
At the special meeting of the stockholders of the Company, Company stockholders will be asked to consider and vote on proposals to (i) adopt the Merger Agreement dated as of
November 15, 2012
by and among the Company, IMOH, InterMedia Outdoors Holdings, LLC and certain indirect wholly-owned subsidiaries of IMOH; (ii) approve, on a non-binding basis, the "golden parachute" compensation payable or that could become payable to the Company's named executive officers in connection with the mergers pursuant to pre-existing arrangements with those individuals; and (iii) adjourn the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the special meeting to vote in favor of the adoption of the Merger Agreement.
All Company stockholders are encouraged to vote. Because approval of the proposal to adopt the Merger Agreement requires the affirmative vote of a majority of the outstanding shares of Outdoor Channel common stock entitled to vote, your failure to vote will have the same effect as a vote "against" the acquisition and the adoption of the Merger Agreement.