This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here
TheStreet Open House

Outdoor Channel Determines That Kroenke Proposal Is A Superior Proposal

TEMECULA, Calif., March 7, 2013 (GLOBE NEWSWIRE) -- Outdoor Channel Holdings, Inc. (Nasdaq: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 proposal submitted by Kroenke Sports & Entertainment, LLC ("KSE") to acquire all outstanding shares of Outdoor Channel common stock in an all-cash transaction at a price of $8.75 per share constitutes a "Superior Proposal" as such term is defined in Outdoor Channel's merger agreement with InterMedia Outdoors Holdings, LLC ("IMOTSC") and certain of its affiliates dated as of November 15, 2012 (the "InterMedia Agreement").

The definitive terms and conditions of a merger agreement detailing the KSE proposal have been fully negotiated, and the agreement is subject only to execution by Outdoor Channel. The KSE proposal is not subject to any financing contingency, does not limit Outdoor Channel's recovery to a reverse breakup fee in the event KSE fails to finance the transaction and includes a break-up fee equal to $1 million (as compared to $6.5 million under the InterMedia Agreement) that becomes payable by Outdoor Channel in the event that the merger agreement is terminated under certain circumstances. In addition, Mr. E. Stanley Kroenke has agreed to personally guarantee the obligations of KSE if the KSE merger agreement is executed.  

In accordance with the terms of the InterMedia Agreement, Outdoor Channel has notified IMOTSC of its intention to terminate the InterMedia Agreement, subject to IMOTSC's right to propose, within four business days of such notice, changes to the terms of the InterMedia Agreement that would, in the good faith judgment of the Outdoor Channel board (after consultation with outside legal counsel and financial advisors), cause the KSE proposal to no longer constitute a Superior Proposal. 

At this time the InterMedia Agreement remains in effect, and the Outdoor Channel board has not changed its recommendation with respect to the InterMedia transaction. If the KSE proposal continues to constitute a Superior Proposal after the expiration of such four business-day period on March 12, 2013, Outdoor Channel expects to terminate the InterMedia Agreement and to enter into the merger agreement with KSE. In such event, Outdoor Channel would be required to pay IMOTSC a break-up fee in the amount of $6,500,000.

1 of 2

Select the service that is right for you!

COMPARE ALL SERVICES
Action Alerts PLUS
Try it NOW

Jim Cramer and Stephanie Link actively manage a real portfolio and reveal their money management tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
  • Weekly roundups
TheStreet Quant Ratings
Try it NOW
Only $49.95/yr

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
  • Upgrade/downgrade alerts
Stocks Under $10
Try it NOW

David Peltier, uncovers low dollar stocks with extraordinary upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
  • Weekly roundups
Dividend Stock Advisor
Try it NOW

Jim Cramer's protege, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Alerts when market news affect the portfolio
  • Bi-weekly updates with exact steps to take - BUY, HOLD, SELL
Real Money Pro
Try it NOW

All of Real Money, plus 15 more of Wall Street's sharpest minds delivering actionable trading ideas, a comprehensive look at the market, and fundamental and technical analysis.

Product Features:
  • Real Money + Doug Kass Plus 15 more Wall Street Pros
  • Intraday commentary & news
  • Ultra-actionable trading ideas
Options Profits
Try it NOW

Our options trading pros provide daily market commentary and over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • 100+ monthly options trading ideas
  • Actionable options commentary & news
  • Real-time trading community
  • Options TV
To begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
Submit an article to us!
DOW 17,279.74 +13.75 0.08%
S&P 500 2,010.40 -0.96 -0.05%
NASDAQ 4,579.7870 -13.6380 -0.30%

Brokerage Partners

Rates from Bankrate.com

  • Mortgage
  • Credit Cards
  • Auto

Free Newsletters from TheStreet

My Subscriptions:

After the Bell

Before the Bell

Booyah! Newsletter

Midday Bell

TheStreet Top 10 Stories

Winners & Losers

Register for Newsletters
Top Rated Stocks Top Rated Funds Top Rated ETFs