Exclusive: Shareholder objects to Outdoor Channel merger deal

LOS ANGELES Tue Feb 12, 2013 11:23pm IST

LOS ANGELES (Reuters) - A firm that owns more than 2 percent of Outdoor Channel Holdings Inc OUTD.O urged the company's board to halt a planned sale of the cable network to Leo Hindrey's InterMedia Outdoor Holdings LLC, according to a letter provided to Reuters.

UTR LLC, an investment firm for high-net-worth individuals, said Outdoor Channel's board ran an inefficient sale process that did not secure the best deal for shareholders.

Outdoor Channel, which features programming aimed at hunters and other outdoor enthusiasts, announced November 16 that it had agreed to merge with InterMedia in a cash-and-stock deal valued at roughly $208 million. InterMedia offered $8 or one InterMedia share for each Outdoor Channel share.

InterMedia operates the Sportsman Channel, another outdoor-themed cable network, and InterMedia Outdoors, publisher of magazines including Guns & Ammo and Petersen's Hunting. The company is controlled by private equity investment fund InterMedia Partners VII, which was founded by Hindrey. Hindrey is a former CEO of Tele-Communications Inc, AT&T Broadband and New York Yankees broadcaster The YES Network.

"The merger agreement before us today is the result of the board's failure to run a robust, public bidding process, and reflects the board's agreement to woefully inadequate deal terms," UTR President Andrew Franklin said in a letter sent to Outdoor Channel's board on Tuesday. A copy of the letter was obtained by Reuters.

The fund asked the board to halt any steps it is taking to complete the merger, and to run an open bidding process to secure a better deal.

UTR said it believed Outdoor Channel had received a "more attractive proposal" from a private equity firm that offered "liquidity to all shareholders, at a higher value, and with fewer complications than the proposed transaction."

UTR owns about 550,000 Outdoor Channel shares, or more than 2 percent of the company's common stock.

Representatives for Outdoor Channel could not immediately be reached for comment.

(Reporting By Lisa Richwine; editing by John Wallace)

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