Outdoor Channel Announces Intent To Adjourn Special Meeting
TEMECULA, Calif., May 7, 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, which is scheduled to be held at 9:00 a.m., Pacific Time, on May 8, 2013, without conducting any business, to a date and time to be determined. 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 Kroenke Sports & Entertainment, LLC ("KSE") and KSE Merger Sub, Inc. dated as of March 13, 2013 (the "KSE Agreement"). The proposals set out in Outdoor Channel's notice of special meeting of stockholders dated April 12, 2013 will be considered and voted on at such time as the adjourned special meeting of stockholders is reconvened.
As previously announced, the Outdoor Channel board of directors, after consultation with its 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 the KSE Agreement, notice of which was delivered to KSE on May 4, 2013. Pursuant to the KSE Agreement, KSE has a 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.In light of this announcement, Outdoor Channel has determined that it is in the best interests of its stockholders to adjourn the special meeting of stockholders to vote on the approval of the adoption of the KSE Agreement, among other things, until after May 9, 2013 – the date by which this four business-day period will expire. KSE has agreed to the adjournment of the special meeting.
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