Johnson Outdoors' board of directors has approved a definitive merger agreement with JO Acquisition Corp., a newly formed entity established by members of the family of the late Samuel C. Johnson, including Helen P. Johnson-Leipold, Chairman and Chief Executive Officer of Johnson Outdoors. Under the terms of the proposed merger, public shareholders of Johnson Outdoors would receive $20.10 per share in cash, and the members of the Johnson family would acquire 100% ownership of Johnson Outdoors.
The board of directors of Johnson Outdoors acted upon the unanimous recommendation of a special committee of the Company's independent directors, and has recommended that shareholders of the Company vote for approval of the merger agreement. After careful consideration of many factors, including a thorough review with its independent advisors, the special committee determined that the merger was in the best interests of the Company and its shareholders other than the Johnson family and JO Acquisition Corp. The special committee's independent financial advisor has delivered a written opinion to the effect that as of October 28, 2004, the merger consideration was fair from a financial point of view to the shareholders of Johnson Outdoors other than members of the Johnson family and JO Acquisition Corp. This determination by the special committee's independent financial advisor was based on and subject to assumptions and limitations set forth in its written opinion.
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.
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.
Johnson Outdoors will schedule a special meeting of its shareholders for the purpose of obtaining shareholder approval of the merger agreement. Shareholder approval of the merger agreement requires, among other required votes, 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, subject to customary conditions and approvals.
William Blair & Company, L.L.C. served as financial advisor to the special committee of the Johnson Outdoors board of directors and Skadden, Arps, Slate, Meagher & Flom LLP served as legal advisor to the special committee. Valuemetrics Capital, L.L.C. and McDermott, Will & Emery LLP provided financial counsel and legal counsel, respectively, to JO Acquisition Corp.
