Outdoor Channel Holdings Inc. (OUTD) announced Monday that its board unanimously determined that the May 3, 2013 proposal submitted by InterMedia Outdoors Holdings, LLC and IMTOC Merger Sub, Inc. 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 or KSE and KSE Merger Sub, Inc. dated as of March 13, 2013.
As per the terms of the KSE Agreement, Outdoor Channel said it 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, 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, Outdoor Channel said.
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 said it 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 million.
The Outdoor Channel board cautioned that there can be no assurance that the InterMedia proposal will lead to the termination of the KSE Agreement and the execution of a merger agreement with InterMedia, or that the InterMedia proposal will be approved or consummated.
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.
On May 2, 2013, Outdoor Channel Holdings announced that it entered into an amendment to its merger agreement dated March 13, 2013 with Kroenke Sports & Entertainment, LLC. As per the terms of the amended merger agreement, the merger consideration has been increased to $9.35 per share, compared to the previously agreed consideration of $8.75 per share.
On May 3, 2013, InterMedia Outdoors Holdings said it delivered a definitive binding offer to Outdoor Channel Holdings, Inc., to acquire all of the outstanding shares of common stock of Outdoor Channel, at a price of $9.75 per share in cash.
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