The Johnson Outdoors Board of Directors has approved a definitive merger agreement with JO Acquisition Corp., a newly formed entity established by Helen P. Johnson-Leipold, Chairman and CEO of Johnson Outdoors, and members of the family of the late Samuel C. Johnson. Under the terms of the proposed merger, JO acquisition Corp. would pay public shareholders of Johnson Outdoors $20.10 per share in cash, and the members of the Johnson family would acquire 100% ownership of Johnson Outdoors.
The $20.10 per share price represents a 21.2% premium to the average closing price of Johnson Outdoors Class A common stock for the 30 days prior to the February 20, 2004 announcement of the Johnson family's initial proposal to acquire 100% ownership of Johnson Outdoors, and a 53.7% premium to the average closing price for the 52 weeks prior to the February 20, 2004 announcement. Since the announcement on Feb. 20, 2004 the stock has ranged from $18.86 per share to $19.53 per share.
The board of directors of Johnson Outdoors acted upon the unanimous recommendation of a special committee of the Company's independent directors which was formed shortly after Helen Johnson-Leipold and her father announced their proposal.
The merger is subject to a number of conditions, including shareholder approval of the merger agreement and receipt of debt financing. GE Commercial Finance has committed, subject to customary conditions, to provide debt financing for the transaction. The special committee has recommended that shareholders of the Company vote for approval of the merger agreement.
Cynthia Georgeson, Corporate Communications Manager for Johnson Outdoors, told BOSS that no operational or organizational changes are expected to take place in association with this acquisition. The company will report its fiscal fourth quarter financial results on schedule November 18, 2004.
The next step for JOUT is to file the preliminary proxy statement, which will be distributed to shareholders after SEC approval. Shareholder approval of the merger agreement requires the affirmative vote of two-thirds of the votes represented by outstanding shares of Johnson Outdoors Class A and Class B common stock not held by the members of the Johnson family or JO Acquisition Corp.; the affirmative vote of at least 80% of the votes represented by all outstanding shares of Johnson Outdoors Class A and Class B common stock; and the affirmative vote of a majority of the votes represented by all outstanding shares of Johnson Outdoors Class A common stock.
The merger is expected to be completed in the first quarter of calendar year 2005.
