Outdoor Channel Determines That InterMedia Proposal Is A Superior Proposal
TEMECULA, Calif., May 6, 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 May 3, 2013 proposal submitted by InterMedia Outdoors Holdings, LLC and IMTOC Merger Sub, Inc. (together, "InterMedia") to acquire all outstanding shares of Outdoor Channel common stock in an all-cash transaction at a price of $9.75 per share constitutes a "Superior Proposal" as such term is defined in Outdoor Channel's merger agreement with Kroenke Sports & Entertainment, LLC ("KSE") and KSE Merger Sub, Inc. dated as of March 13, 2013 (the "KSE Agreement"). The definitive terms and conditions of a merger agreement detailing this proposal have been fully negotiated, and financing commitments have been obtained by InterMedia. The receipt by InterMedia of financing is not a condition to the closing of the proposed InterMedia merger. In addition, there are no contractual limitations on remedies available to Outdoor Channel against InterMedia in the event of a financing failure.
In accordance with the terms of the KSE Agreement, Outdoor Channel has notified KSE of its intention to terminate the KSE Agreement, subject to KSE's right to propose, within four business days of such notice, changes to the terms of the KSE Agreement that would, in the good faith judgment of the Outdoor Channel board (after consultation with outside legal counsel and financial advisors), cause the InterMedia proposal to no longer constitute a Superior Proposal.
At this time the KSE Agreement remains in effect, and the Outdoor Channel board has not changed its recommendation with respect to the KSE transaction. If the InterMedia proposal continues to constitute a Superior Proposal after the expiration of the four business-day period ending at 5:00 p.m., Pacific Time, May 9, 2013, Outdoor Channel expects to terminate the KSE Agreement and to enter into the merger agreement with InterMedia. In such event, Outdoor Channel would be required to pay KSE a break-up fee in the amount of $1,000,000.
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