Outdoor Channel Announces Intention To Adjourn Special Meeting Of Stockholders And Extension Of Stockholder Election Deadline
TEMECULA, Calif., March 8, 2013 (GLOBE NEWSWIRE) -- Outdoor Channel Holdings, Inc. (Nasdaq:OUTD) (the "Company" or "Outdoor Channel") today announced that it intends to adjourn its special meeting of stockholders that is scheduled to be held at 9:00 a.m., Pacific Time, on March 13, 2013, without conducting any business. The special meeting is expected to be adjourned to 9:00 a.m., Pacific Time, on March 22, 2013. The location of such reconvened special meeting will remain Outdoor Channel's facilities located at 43455 Business Park Drive in Temecula, California.
The special meeting is being called to seek stockholder approval of, among other things, the adoption of Outdoor Channel's merger agreement with InterMedia Outdoors Holdings, LLC, InterMedia Outdoor Holdings, Inc. ("IMOH") and certain of their affiliates (collectively, "InterMedia") dated as of November 15, 2012 (the "InterMedia Agreement"). The proposals set out in Outdoor Channel's notice of special meeting of stockholders dated February 12, 2013 will be considered and voted on at such time as the adjourned special meeting of stockholders is reconvened.
As previously announced on March 4, 2013, Outdoor Channel received a 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. Yesterday, Outdoor Channel announced that the Outdoor Channel board of directors, after consultation with its outside legal counsel and financial advisor, unanimously determined that the KSE proposal constitutes a "Superior Proposal" as such term is defined in InterMedia Agreement. In accordance with the terms of the InterMedia Agreement, Outdoor Channel notified InterMedia of its intention to terminate the InterMedia Agreement, subject to InterMedia'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. In light of this announcement, Outdoor Channel has determined that it is in the best interests of its stockholders to adjourn the special meeting until such time that the four business-day period has expired and all relevant information relating thereto has been made available to its stockholders.
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