TEMECULA, Calif. -- Outdoor Channel Holdings, Inc. (Nasdaq:OUTD +14.70%, news) (the "Company" or "Outdoor Channel") today acknowledged that it received an unsolicited, nonbinding, written proposal (the "Alternative Proposal") from Kroenke Sports & Entertainment, LLC ("Kroenke") to acquire all of its outstanding shares of common stock in an all-cash transaction at a price of $8.75 per share, subject to the completion of limited confirmatory due diligence and the execution of a definitive merger agreement.
The Company confirmed that Outdoor Channel's board of directors (the "Board") believes that the Alternative Proposal is bona fide and the Board, in consultation with its outside legal counsel and financial advisors, has determined in good faith that the Alternative Proposal would reasonably be expected to result in a "Superior Proposal" as such term is defined in the InterMedia Agreement. Accordingly, Outdoor Channel's board has authorized discussions with Kroenke regarding the Alternative Proposal. There is no assurance that these discussions will result in a definitive agreement with Kroenke or a binding offer with respect to a transaction for Outdoor Channel by Kroenke, or of the timing of any such agreement or offer and the terms on which any such agreement or offer may be made.
As previously announced, Outdoor Channel entered into the Agreement and Plan of Merger, dated as of November 15, 2012 (the "InterMedia Agreement"), with InterMedia Outdoors Holdings, LLC, InterMedia Outdoor Holdings, Inc. ("IMOH"), Outdoor Merger Sub, LLC and Outdoor Merger Corp. pursuant to which Outdoor Channel stockholders would receive, pursuant to an election made by each stockholder, either (x) $8.00 in cash, without interest and subject to proration, (y) one share of IMOH common stock, subject to proration, or (z) a combination of (A -0.12%, news) $4.46 in cash, without interest, and (B -0.76%, news) that portion of a share of IMOH common stock equal to 0.443.
Outdoor Channel Holdings Inc.