Entertainment and media company Outdoor Channel Holdings, Inc. (OUTD) said Wednesday that Kroenke Sports & Entertainment, LLC has agreed to acquire the company for $8.75 per share in cash. The offer trumps an $8 per share bid for Outdoor Channel from InterMedia Outdoors Holdings LLC.
Denver-based Kroenke Sports & Entertainment or KSE is an ownership, entertainment and management group. The company owns and operates the Pepsi Center, the Paramount Theatre, Dick's Sporting Goods Park, the Colorado Avalanche hockey team and the Denver Nuggets basketball team, among others.
Temecula, California-based Outdoor Channel owns and operates Outdoor Channel and Winnercomm, Inc. Nielsen estimated that Outdoor Channel had about 39.1 million cable, satellite and telco subscribers for March 2013. The outdoor-themed cable network features focuses on traditional outdoor activities such as hunting, fishing and shooting sports.
The KSE offer price represents a 16 percent premium to Outdoor Channel's closing stock price of $7.55 per share on March 1, 2013, the last trading day prior to the public disclosure of the KSE proposal.
The offer price also represents a 22 percent premium to the company's closing stock price of $7.19 per share on November 15, 2012, the last trading day prior to Outdoor Channel's announcement that it had entered into a definitive merger deal with InterMedia Outdoors Holdings, LLC.
Tom Hornish, Outdoor Channel's President and Chief Executive Officer said, "Our board of directors has unanimously determined that the proposed all-cash merger with KSE offers superior value for our stockholders. We are pleased that Kroenke Sports & Entertainment has agreed to purchase Outdoor Channel."
Last November, Outdoor Channel agreed to merge with InterMedia Outdoors Holdings, which controls Sportsman Channel and InterMedia Outdoors, to create InterMedia Outdoor Holdings Inc. The deal entitled Outdoor Channel's shareholders to get either $8.00 per share in cash or one share of stock in the new company. InterMedia is run by cable veteran Leo Hindley.
The transaction with KSE, which is expected to be completed in the second quarter of 2013, is subject to approval by Outdoor Channel's stockholders.
Outdoor Channel's largest stockholders, Perry Massie, Thomas Massie and their affiliated entities as well as the company's directors and executive officers, who currently own a combined stake of about 41 percent of the company, each have agreed to vote in favor of the transaction, subject to certain exceptions.
Outdoor Channel said that it has canceled the special meeting of its stockholders to adopt the InterMedia deal, which was originally scheduled for March 13 and which the company planned to adjourn to March 22.
In Wednesday's regular session, OUTD is trading at $8.70, down $0.14 or 1.58 percent on a volume of 331,863 shares.
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