Johnson Outdoors rejected Dolphin's increased offer to acquire approximately 1.5 million shares of the Company's authorized but unissued Class B common stock at $21.75 per share, as it had rejected an earlier $21.00 per share proposal. Dolphin's $32.7 million increased offer for a minority of JOUT's shares was 8% above the unsuccessful $20.10 Johnson family buyout for the entire Company and 15% above the market price.

Separately, on April 18, 2005 Dolphin delivered a proposal for inclusion in the Company's proxy statement for the 2005 annual shareholders meeting to be held on June 2, 2005. Dolphin's proposal calls upon the board to take steps to implement cumulative voting for the Class A common stock. Cumulative voting would provide an opportunity for the unaffiliated 54% of the Class A common stock to elect one representative to the Company's board of directors. Although the Class A shareholders have been entitled to elect 25% of the board since JOUT's becoming a public Company, as a practical matter, public shareholders have not been in a position to elect even a single director.

Additionally, Dolphin delivered a request for certain minute books and accounting records of JOUT under rights afforded under Wisconsin law. Dolphin requested the records for the purpose of -.

  • determining whether the directors and/or executive officers of the
    Company have fairly, disinterestedly and consistent with their
    fiduciary duties actively pursued all opportunities to enhance value
    for all shareholders;

  • assessing whether the directors of the Company purporting to be
    independent and, as such, to be free of conflicts that may interfere
    with their disinterested representation of all shareholders, in fact
    qualify as such; and

  • obtaining additional insights into the Company's published financial
    statements for the purpose of identifying opportunities available to
    the board for value enhancement.

Dolphin expects that the responses to its requests will inform the exercise of its rights as a significant JOUT shareholder to evaluate whether the board has been and is now actively seeking to maximize shareholder value. Under Wisconsin law, the Company is required to fulfill this request within five business days.

A spokesperson for Dolphin commented: “With the unsuccessful $20.10 per share going private transaction representing a 1.5% IRR for the 1987 IPO shares and, in today's environment of heightened director scrutiny, it appears cavalier to us to see value enhancing proposals rejected without explanation or the offer of any alternative economic proposals. We look forward to carefully reviewing the documents requested under Wisconsin law and reporting to all shareholders.”