SCHEDULE 14A INFORMATION
Proxy Statement
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JOHNSON OUTDOORS, INC.
(Name
of Registrant as Specified in its Charter)
____________________________________________________________
(Name of Person(s)
Filing Proxy Statement if other than the Registrant)
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computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title
of each class of securities to which transaction applies: |
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number of securities to which transaction applies: |
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maximum aggregate value of transaction: |
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paid previously with preliminary materials. |
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Filed by Johnson
Outdoors Inc.
On
March 3, 2005, Johnson Outdoors Inc. (the “Company”) issued a press release
announcing that Institutional Shareholder Services, a national proxy advisory firm,
recommended that the Company’s shareholders vote FOR the Company’s proposed
merger with JO Acquisition Corp. at the Company’s special shareholder meeting on
March 22, 2005 (the “Press Release”). A copy of the Press Release follows as
part of this filing under Rule 14a-6 of the Securities Exchange Act of 1934, as amended.
FOR IMMEDIATE RELEASE
| CONTACT: |
CYNTHIA
GEORGESON
262-631-6600 |
ISS RECOMMENDS THAT
JOHNSON OUTDOORS SHAREHOLDERS VOTE
IN FAVOR OF PROPOSED MERGER WITH JO ACQUISITION CORP.
Racine, Wisconsin, March 3, 2005
– JOHNSON OUTDOORS INC. (Nasdaq: JOUT) today announced that Institutional
Shareholder Services (ISS), the nation’s leading independent proxy advisory firm, has
recommended that Johnson Outdoors shareholders vote FOR Johnson Outdoors’ proposed
merger with JO Acquisition Corp. at the Company’s special shareholder meeting on
March 22, 2005.
ISS is widely recognized as the
leading independent proxy advisory firm in the nation. Its recommendations are relied upon
by hundreds of major institutional investment firms, mutual funds, and other fiduciaries
throughout the country.
In recommending that Johnson Outdoors
shareholders vote in favor of the proposed transaction, ISS stated in its March 2, 2005
report:
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“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.”* |
As previously announced on October
29, 2004, the board of directors of Johnson Outdoors approved a definitive merger
agreement with JO Acquisition Corp. under which JO Acquisition Corp. will acquire all of
Johnson Outdoors’ outstanding shares for $20.10 per share in cash. The transaction,
if approved, is expected to be completed shortly after the March 22, 2005 shareholder
vote.
Under the terms of the all-cash offer
of $20.10 per share, which represents a 21.2% premium to the average closing price of
Johnson Outdoors Class A common stock for the 30 days prior to the Buy-Out Group’s
initial $18.00 offer and a 53.7% premium to the 52-week average closing price prior to the
February 20, 2004 announcement of the offer, Johnson Outdoors’ unaffiliated
shareholders will receive guaranteed value for their investment. As the Company noted in
its definitive proxy statement that it recently mailed to its shareholders, the Board of
Directors urges all shareholders who have not already done so to vote FOR the merger by
mailing in their proxy cards TODAY.
* Permission to use
quotation neither sought nor obtained.
Approval of the merger agreement
requires, among other required votes, the affirmative vote of 66 2/3% of the votes
entitled to be cast at the special meeting by shareholders other than members of the
Buy-Out Group and their affiliates or associates. Accordingly, Johnson Outdoors urges
shareholders, whether or not they plan to attend the special meeting in person, to sign,
date and return the Company’s proxy card or to follow the instructions supplied on
the proxy card for voting by telephone or via the Internet as soon as possible. Johnson
Outdoors shareholders who have questions or need assistance voting their shares may call
Innisfree M&A toll free at (877) 825-8964 or collect at (212) 750-5833.
In its report issued today, ISS also
recommended that shareholders vote to approve the proposal that would give Johnson
Outdoors the authority to adjourn the special meeting of shareholders if there are not
sufficient votes to approve the transaction and related items.
ABOUT JOHNSON OUTDOORS
INC.
Johnson Outdoors is a leading global
outdoor recreation company that turns ideas into adventure with innovative, top-quality
products. The Company designs, manufactures and markets a portfolio of winning,
consumer-preferred brands across four categories: Watercraft, Marine Electronics, Diving
and Outdoor Equipment. Johnson Outdoors’ familiar brands include, among others:
Old Town® canoes and kayaks; Ocean Kayak™ and Necky® kayaks; Minn Kota®
motors; Humminbird® fishfinders; SCUBAPRO® and SnorkelPro; UWATEC® dive
equipment; and Eureka!® tents.
Visit Johnson Outdoors online at
http://www.JohnsonOutdoors.com.
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