Great Outdoors: Outdoor Channel and Sportsman to Tie the Knot

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When the news came out Fri that Outdoor Channel‘s board approved a merger with Sportsman Channel parent InterMedia Outdoors Holdings, you may have assumed the 2 networks would be combining into 1. You’d be wrong. "The plan is to continue to operate 2 separate networks and continue growing the networks," said Sportsman CEO Gavin Harvey, who will become pres, television nets after the transaction closes. "Absolutely, there’s room for 2 channels." The theory is the marketplace already has supported 2 networks, and it will continue to do so. Think Food Network and Cooking Channel. The merger will allow for greater synergies, and more of a distinction between the channels—but there’s no plan to move either away from the outdoor space. Already, there is some distinction between the 2, with Sportsman embracing hunting and fishing, as Outdoor Channel went broader, which is represented by its mountain logo. "When we can really get together, I believe it will optimize the ability for people who love the category to watch 1 or the other [or both], or to go into a non-linear space and watch that way, on demand. Or to read about it. And our social platforms together… the number of likes we both have and enthusiasm" is huge, Harvey told us. InterMedia Outdoors Holdings will have 2 TV networks (Outdoor has 38mln subs, Sportsman has 31mln) as well as print, digital and social categories. The deal is valued at $208mln in cash and stock. InterMedia will pay either $8 in cash or 1 InterMedia share for each Outdoor Channel Holdings share—an 11% premium to Outdoor’s Thurs close. Outdoor shares closed up 4.6%. An aggregate of $115mln will be available for the company’s stockholders electing cash such that, as result of the transaction, the stockholders of the company are expected to own approximately 32.4% of IMOH. Outdoor’s board also approved a 25-cent-per-share special dividend, which will be paid on or about Dec 7 to shareholders of record on Nov 27. The deal is expected to be completed in 1Q ’13. It has a $6.5mln break-up fee if Outdoor bows out and a $9mln reverse break-up fee if InterMedia doesn’t follow through. Outdoor CEO Tom Hornish will become CEO of IMOH, and Outdoor CFO/COO Tom Allen will be CFO/COO of the combined company. InterMedia Outdoors CEO Jeff Paro will be pres, publishing, integrated media and branded content. In an investor call Fri, execs said they haven’t figured out where the combined company will be headquartered or the specifics behind the synergies and cost-savings the deal creates. Outdoor is in Temecula, CA, while Sportsman is based out of New Berlin, WI.

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