Outdoor Channel Agrees To Increased Price In Transaction With Kroenke Sports & Entertainment
TEMECULA, Calif., May 2, 2013 (GLOBE NEWSWIRE) -- Outdoor Channel Holdings, Inc. (Nasdaq:OUTD) (the "Company" or "Outdoor Channel") today announced that it entered into an amendment to its merger agreement dated March 13, 2013 with Kroenke Sports & Entertainment, LLC ("KSE"). Under the terms of the amended merger agreement, the merger consideration has been increased to $9.35 per share (compared to the previously agreed consideration of $8.75 per share), which increased consideration represents a premium of 23.8% to Outdoor Channel's closing stock price on March 1, 2013, which was the last trading day prior to the public disclosure of KSE's proposal to acquire Outdoor Channel.
Outdoor Channel will file with the U.S. Securities and Exchange Commission a supplement to the definitive proxy statement, dated April 10, 2013, that will describe the revisions to the merger agreement, including, among other things, the increase in the consideration.
Outdoor Channel's board of directors approved the amendment to the merger agreement and recommends that Outdoor Channel's stockholders vote to approve the adoption of the amended merger agreement at the special meeting of Outdoor Channel stockholders to be held on May 8, 2013, at 9:00 a.m., Pacific Time, at Outdoor Channel's facilities located at 43455 Business Park Drive, Temecula, California 92590.Outdoor Channel stockholders who have already submitted a proxy with respect to the KSE transaction do not need to take any action. However, if an Outdoor Channel stockholder wishes to change their previous vote, they may revoke their proxy and change their vote any time before the close of the vote of the special meeting. For instructions on how to change your vote prior to the special meeting, please refer to the definitive proxy statement. Lazard is serving as exclusive financial advisor to Outdoor Channel in connection with the transaction. Wilson Sonsini Goodrich & Rosati, P.C. is legal advisor to Outdoor Channel in connection with the transaction.
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