UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement | |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ¨ | Definitive Proxy Statement | |
| x | Definitive Additional Materials | |
| ¨ | Soliciting Material Pursuant to §240.14a-12 | |
Outdoor Channel Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| x | No fee required. | |||
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies:
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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| (4) | Proposed maximum aggregate value of transaction:
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| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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EXPLANATORY NOTE:
On May 6, 2013, Outdoor Channel Holdings, Inc. (“Outdoor Channel”) issued a press release announcing that its board of directors 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 and KSE Merger Sub, Inc. dated as of March 13, 2013. A copy of the press release is included below.
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OUTDOOR CHANNEL DETERMINES THAT INTERMEDIA PROPOSAL
IS A SUPERIOR PROPOSAL
TEMECULA, Calif.—May 6, 2013—Outdoor Channel Holdings, Inc. (NASDAQ: OUTD) (the “Company” or “Outdoor Channel”) today announced that its board of directors, after consultation with the Company’s 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 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 definitive terms and conditions of a merger agreement detailing this proposal have been fully negotiated, and financing commitments have been obtained by InterMedia. The receipt by InterMedia of financing is not a condition to the closing of the proposed InterMedia merger. In addition, there are no contractual limitations on remedies available to Outdoor Channel against InterMedia in the event of a financing failure.
In accordance with the terms of the KSE Agreement, Outdoor Channel 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 (after consultation with outside legal counsel and financial advisors), 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. 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 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 $1,000,000.
Stockholders do not need to take any action at this time. If a stockholder has previously submitted its proxy card or voted by internet or telephone and does not currently wish to change its vote, no further action is required by such stockholder. If a stockholder would like to vote or change its vote, please refer to the instructions provided in the definitive proxy statement which was mailed to Outdoor Channel stockholders on or about April 12, 2013. Stockholders are urged to carefully review the definitive proxy statement and the other materials included or incorporated by reference therein as these materials include additional information regarding the transaction.
The Outdoor Channel board cautions 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.
Lazard is serving as exclusive financial advisor to the Company in connection with the transaction. Wilson Sonsini Goodrich & Rosati, P.C. is legal advisor to the Company.
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.
Safe Harbor Statement
Certain matters discussed in this press release, with the exception of historical matters, may be forward- looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by words such as “anticipates,” “estimates,” “expects,” “believes,” “intends,” “plans,” “predicts,” and similar terms. These statements are subject to a number of risks and uncertainties that could cause results to differ materially from those anticipated as of the date of this release. You should understand that the following important factors could cause outcomes to differ materially from those expressed or implied in the forward-looking statements:
| • | KSE making a proposal of changes to the terms of the KSE Agreement that would cause the InterMedia proposal to no longer constitute a Superior Proposal; |
| • | failure of the Company to terminate the KSE Agreement; |
| • | failure of the Company to execute a merger agreement with InterMedia; |
| • | failure of the Company stockholders to approve a merger agreement with InterMedia; |
| • | failure to consummate a merger with InterMedia; and |
| • | litigation in respect of the merger. |
The Company also cautions the reader that undue reliance should not be placed on any forward-looking statements, which speak only as of the date of this release. The Company undertakes no duty or responsibility to update any of these forward-looking statements to reflect events or circumstances after the date of this report or to reflect actual outcomes.
IMPORTANT INFORMATION FOR INVESTORS AND SECURITYHOLDERS
This communication is being made in respect of a proposed business combination involving Outdoor Channel and KSE. In connection with this proposed transaction Outdoor Channel has filed a definitive proxy statement with the SEC on April 11, 2013 which was mailed to Outdoor Channel stockholders on or about April 12, 2013. The definitive proxy statement contains important information about the proposed merger and related matters.
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OUTDOOR CHANNEL URGES INVESTORS TO CAREFULLY READ IN ITS ENTIRETY THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS INCLUDED AND INCORPORATED BY REFERENCE THEREIN BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Investors and security holders can obtain free copies of the definitive proxy statement and other documents filed with the SEC by Outdoor Channel through the web site maintained by the SEC at www.sec.gov, or through Outdoor Channel’s website at www.outdoorchannel.com.
PROXY SOLICITATION
Outdoor Channel and its respective directors, executive officers and certain other members of management and employees may be soliciting proxies from Outdoor Channel stockholders in favor of the merger. A description of the interests of Outdoor Channel’s directors and executive officers in Outdoor Channel is set forth in the definitive proxy statement and the other documents included and incorporated by reference therein. You may find information about Outdoor Channel’s executive officers and directors in its amendment to its annual report on Form 10-K filed with the SEC on April 29, 2013. You may obtain free copies of these documents from Outdoor Channel in the manner set forth above.
CONTACT: For Company:
Tom Allen
Executive Vice President, Chief Operating Officer/
Chief Financial Officer
800-770-5750
tallen@outdoorchannel.com
For Investors:
Brad Edwards
Brainerd Communicators, Inc.
212-986-6667
edwards@braincomm.com
For Media:
Nancy Zakhary
Brainerd Communicators, Inc.
212-986-6667
nancy@braincomm.com
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