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Outdoor Says InterMedia Proposal 'Superior'

Gives Kroenke Sports Four Days to Submit Better Offer 5/06/2013 2:10 PM Eastern

Outdoor Channel said late Monday that its board of directors has deemed InterMedia Partners $9.75 per share offer for the company "Superior" and has given Kroenke Sports & Entertainment until May 9 to come up with a better deal.

InterMedia made its proposal last Friday, after Kroenke Sports bettered its earlier offer of $9.15 per share by 20 cents each. In a statement Monday, Outdoor said it has determined that the revised $9.75 InterMedia proposal is a "superior proposal," has no financing requirements and recommended shareholders vote in favor of the deal.   

"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," Outdoor said in a press release. "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 [million]."

 

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