The Special Committee of the Board of Directors of Johnson Outdoors issued the following statement in response to a letter it received from Dolphin Limited Partnership I, L.P. regarding the Company's proposed merger with JO Acquisition Corp:

“We believe the communication we received from Dolphin contains numerous false allegations and misrepresentations. In particular, we take exception to and are deeply troubled by the hedge fund's efforts to impugn the integrity of the Special Committee by calling into question our commitment to fulfilling our fiduciary responsibility to Johnson Outdoors' shareholders other than the Johnson family.

We note that, in addition to concurring with our Board's recommendation that Johnson Outdoors shareholders vote for the proposed merger with JO Acquisition Corp., both Institutional Shareholder Services (ISS) and Glass Lewis & Co., the nation's leading independent proxy advisory firms, have expressed the opinion that the negotiations we undertook on behalf of Johnson Outdoors' unaffiliated shareholders were conducted in a fair and appropriate manner. In its March 2, 2005 report, ISS stated, 'Based on our review of the terms of the transaction…in particular the premium paid to current shareholders and the procedural safeguards taken in negotiating the terms, we believe that the merger agreement warrants shareholder support.'*

Glass Lewis' March 11, 2005 report said, 'On balance, we believe that the proposed transaction warrants shareholder approval. We note that the board of directors appointed an independent special committee and conducted a rigorous negotiation with the Johnson family…We believe that the proposed consideration offers a substantial premium… Accordingly, we recommend that shareholders vote FOR this proposal.'*

In reaching their opinion that the merger proposal warrants the approval of Johnson Outdoors' unaffiliated shareholders, ISS and Glass Lewis thoroughly reviewed the proxy statement on file with the Securities and Exchange Commission. As part of its thorough process, the Special Committee:

  • Met 21 times between receiving the initial $18 per share offer and
    recommending the acceptance of the final proposal of $20.10;

  • Rejected two offers from the Buy-Out group that we believed were
    financially inadequate;

  • Successfully negotiated significantly improved transaction terms;

  • Considered the proposal not only in relation to the company's current
    market price, but also in relation to the then-current value of
    Johnson Outdoors in a freely negotiated transaction and our estimate
    of the future value of Johnson Outdoors as an independent entity; and

  • Determined that the value to shareholders that would be achieved by
    continuing as a public company was not likely to be as great as the
    merger consideration of $20.10 per share. Moreover:

    • None of the fees received by our outside financial advisor, William
      Blair & Co., were contingent on the successful completion of the
      merger; and

    • The terms of the merger agreement with JO Acquisition Corp. permit
      Johnson Outdoors and the Special Committee to explore, under specified
      circumstances, an alternative transaction that we deem to be superior
      in value. No third party has come forward with an alternative
      transaction proposal.

With the March 22, 2005 special shareholder meeting just days away, we would like to remind all those who have not already done so to vote their shares for Johnson Outdoors' proposed merger with JO Acquisition Corp., no matter how many or how few shares they own. Remember that not voting has the same effect as voting against the merger.”