Outdoor Channel Agrees To Be Acquired By Kroenke Sports & Entertainment
TEMECULA, Calif., March 13, 2013 (GLOBE NEWSWIRE) -- Outdoor Channel Holdings, Inc. (Nasdaq:OUTD) (the "Company" or "Outdoor Channel") today announced that it entered into a definitive merger agreement (the "KSE Agreement") with Kroenke Sports & Entertainment, LLC ("KSE") pursuant to which KSE will acquire all of the outstanding shares of common stock of Outdoor Channel in an all-cash transaction at a price of $8.75 per share. This per share price represents a premium of approximately 15.9% to Outdoor Channel's closing stock price on March 1, 2013, which was the last trading day prior to the public disclosure of the KSE proposal, and approximately 21.7% to Outdoor Channel's closing stock price on November 15, 2012, which was the last trading day prior to Outdoor Channel's announcement that it had entered into a definitive merger agreement (the "InterMedia Agreement") with InterMedia Outdoors Holdings, LLC ("InterMedia").
"Our board of directors has unanimously determined that the proposed all-cash merger with KSE offers superior value for our stockholders," said Tom Hornish, Outdoor Channel's President and Chief Executive Officer. "We are pleased that Kroenke Sports & Entertainment has agreed to purchase Outdoor Channel."
As previously announced, KSE submitted its binding offer to acquire Outdoor Channel and on March 6, 2013, Outdoor Channel notified InterMedia of its intention to terminate the InterMedia Agreement (subject to InterMedia's right, pursuant to the InterMedia Agreement, to propose, within four business days of such notice, changes to the terms of the InterMedia Agreement so that the KSE proposal would no longer constitute a Superior Proposal (as defined in the InterMedia Agreement)). Following the expiration of this four business-day period, the Outdoor Channel board determined that the KSE proposal continued to constitute a Superior Proposal and, as a result, immediately prior to entering into the KSE Agreement, Outdoor Channel terminated the InterMedia Agreement. In accordance with the terms of the InterMedia Agreement, Outdoor Channel paid InterMedia Outdoors Holdings, LLC a $6.5 million termination fee.
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