In connection with the amendment of the merger agreement, Thomas H. Massie, Perry T. Massie and certain of their affiliated entities and the members of Outdoor Channel's board of directors and the executive officers of Outdoor Channel, who collectively hold approximately 41% of the outstanding shares of Outdoor Channel common stock, agreed to amend the terms of the support agreements previously entered into by them with KSE to require such parties to vote in favor of the adoption of the amended merger agreement even if Outdoor Channel's board of directors changes its recommendation.
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, termination rights and voting requirements described above.
Outdoor Channel stockholders who have already submitted a proxy with respect to the KSE transaction do not need to take any action. However, if Outdoor Channel stockholders wish 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.About Outdoor Channel Holdings, Inc. Outdoor Channel Holdings, Inc. owns and operates Outdoor Channel and Winnercomm Inc. Nielsen estimated that Outdoor Channel had approximately 39.8 million cable, satellite and telco subscribers for May 2013. Outdoor Channel offers programming that captures the excitement of hunting, fishing, shooting, adventure and the Western lifestyle and can be viewed on multiple platforms including high definition, video-on-demand, as well as on a dynamic broadband website. Winnercomm is one of America's leading and highest quality producers of live sporting events and sports series for cable and broadcast television. The Company also owns and operates the SkyCam and CableCam aerial camera systems which provide dramatic overhead camera angles for major sports events, including college and NFL football.