After shareholders failed to approve a proposal by members of the Johnson family to acquire all outstanding shares not owned by the family and take Johnson Outdoors private, the company on Friday filed papers with the SEC terminating the merger agreement with JO Acquisition Corp., an entity established by members of the family for the purpose of merging it with Johnson Outdoors.
The original proposal from October 2004, which would have paid the companys shareholders $20.10 per share in cash, required a super-majority of affirmative votes by minority shareholders. The move was stymied in part by actions taken by certain shareholders to defeat the measure.
One of the most vocal opponents of the measure, Dolphin Limited Partnership I, L.P., and an affiliate, sent out a release Thursday that they are prepared to offer Johnson Outdoors a transaction that they believe is “superior to the unsuccessful going private transaction.” Dolphin, which together with an affiliate hold approximately 290,000 shares of Johnson Outdoors Inc. Class A common stock, is proposing to make a “sizeable non-control investment” in JOUT by acquiring approximately 1.5 million newly issued treasury Class B common shares at a per share price of $21.10. Dolphin proposes that each Class B common shares would have 10 votes per share and would be convertible at any time into Class A common shares.
Dolphin, in a letter to the members of the Special Committee of Johnson Outdoors that was set up by the company to negotiate the terms of the now-failed merger attempt, argues that their proposal provides JOUT added liquidity to “take out those shareholders who supported the $20.10 transaction and holds out the prospect for greatly enhanced returns for shareholders” who believe that the company is substantially more valuable than was recognized by the unsuccessful going private transaction.
