SCHEDULE 14A
INFORMATION
Proxy Statement
Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by
a Party other than the Registrant [ ]
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Preliminary
Proxy Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive
Proxy Statement |
| [X] |
Definitive
Additional Materials |
| [ ] |
Soliciting
Material under Rule 14a-12 |
JOHNSON OUTDOORS INC.
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| (Name of Registrant as Specified in its Charter)
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| (Name of Person(s) Filing Proxy Statement if other than the Registrant)
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appropriate box):
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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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2. |
Aggregate
number of securities to which transaction applies: |
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3. |
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined): |
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4. |
Proposed
maximum aggregate value of transaction: |
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Fee
paid previously with preliminary materials. |
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box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing. |
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Form,
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Filed by Johnson
Outdoors Inc.
On
March 14, 2005, Johnson Outdoors Inc. (the “Company”) issued a press release
announcing that Glass Lewis & Co., a leading independent proxy advisory firm,
recommended that the Company’s shareholders vote FOR Johnson Outdoors’ 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 |
GLASS LEWIS
RECOMMENDS THAT JOHNSON OUTDOORS
SHAREHOLDERS VOTE IN FAVOR OF PROPOSED MERGER
Racine, Wisconsin, March 14, 2005
– JOHNSON OUTDOORS INC. (Nasdaq: JOUT) today announced that Glass Lewis &
Co., a 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.
Glass Lewis & Co., is an
analytical research and proxy advisory firm providing services to institutional investors.
Its recommendation is consistent with that of Institutional Shareholder Services, which on
March 2, 2005 recommended that shareholders of Johnson Outdoors vote in favor of the
proposed merger.
In making its recommendation, Glass
Lewis stated in its March 11, 2005 report:
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“On
balance, we believe that the proposed transaction warrants shareholder approval. We note
that the board of directors appointed an independent special committee and conducted a
rigorous negotiation with the Johnson family . . . We believe that the proposed
consideration offers a substantial premium . . . Accordingly, we recommend that
shareholders vote FOR this proposal.”* |
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 soon 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 Johnson family’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
Johnson family 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, Glass
Lewis 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 UWATEC® dive
equipment; and Eureka!® tents.
Visit Johnson Outdoors online at
http://www.JohnsonOutdoors.com.
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