TEMECULA, Calif., May 8, 2013 (GLOBE NEWSWIRE) -- Outdoor Channel Holdings, Inc. (Nasdaq:OUTD) (the "Company" or "Outdoor Channel") today announced that it entered into a second amendment to its merger agreement dated March 13, 2013 with Kroenke Sports & Entertainment, LLC ("KSE"), which was previously amended on May 2, 2013. Under the terms of the amended merger agreement, the merger consideration has been increased to $10.25 per share in cash (compared to the previously agreed consideration of $9.35 per share).
Outdoor Channel's board of directors determined that this second amendment has caused the May 3 rd InterMedia proposal of $9.75 per share to no longer constitute a Superior Proposal (as defined in the merger agreement with KSE, as amended). Outdoor Channel's board of directors unanimously approved the second amendment to the merger agreement and recommends that Outdoor Channel's stockholders vote to adopt the amended merger agreement at the special meeting of Outdoor Channel stockholders, which the Outdoor Channel board of directors anticipates will be held next week.
Under the terms of the amended merger agreement, the termination fee that Outdoor Channel will be required to pay KSE upon termination of the amended merger agreement under specified circumstances, including termination by KSE in the event that the Outdoor Channel board of directors changes its recommendation and no longer recommends that the Outdoor Channel stockholders vote in favor of the adoption of the amended merger agreement, has been increased to $7.5 million (approximately 2.8% of the equity value of the transaction) from $1 million. Additionally, under the amended merger agreement, the Outdoor Channel board cannot terminate the merger agreement for a Superior Proposal, but instead Outdoor Channel must, unless KSE agrees otherwise, submit a proposal for the adoption of the amended merger agreement at a special meeting of the Outdoor Channel stockholders, even in the event of a change of board recommendation.