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 [ ]
Check the appropriate box:
[ ] |
Preliminary
Proxy Statement |
[ ] |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
[ ] |
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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Payment of Filing Fee (Check the
appropriate box):
[ ] |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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1. |
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. |
[ ] |
Check
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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1. |
Amount
Previously Paid: |
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2. |
Form,
Schedule or Registration Statement No.: |
Filed by Johnson
Outdoors Inc.
Johnson
Outdoors Inc. (the Company) issued a newspaper advertisement for publication in the Racine Journal Times and the Milwaukee Journal Sentinel on March 15 and
16, 2005, respectively (the Advertisement), respecting the Agreement and Plan
of Merger providing for the merger of JO Acquisition Corp., a Wisconsin corporation, with
and into the Company. Under the terms of the proposed merger, public shareholders of the
Company would receive cash for their shares, and the members of the Johnson family would
acquire 100% ownership of the Company. A copy of the Advertisement follows as part of this
filing under Rule 14a-6 of the Securities Exchange Act of 1934, as amended.
To All Johnson Outdoors
Shareholders:
Nations Leading
Independent Proxy Advisory Firms Recommend
Johnson Outdoors Shareholders
Vote FOR the
Proposed Merger
Institutional Shareholder Services
(ISS) and Glass Lewis & Co, widely recognized as the leading independent proxy
advisory firms in the nation, have recommended that their members vote to approve Johnson
Outdoors proposed merger with JO Acquisition Corp. at the March 22, 2005 special
shareholder meeting. In its report, ISS noted:
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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.* |
Did you know that not
voting at all
is the same as voting against the merger?
Approval of the merger agreement
requires, among other votes, the affirmative vote of 66 2/3% of the shares held by
individuals other than the Johnson family and their affiliates and associates. If
shareholders fail to approve the all-cash premium offer, you will not receive the $20.10
in cash provided under the merger agreement.
The Board of Directors of Johnson
Outdoors, including the special committee of independent directors, believes the $20.10
offer price appropriately values the Company and recommends that shareholders vote FOR
approval of the merger agreement.
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FAIR PRICE The special committee undertook a thorough review process and received a
fairness opinion from its outside financial advisor, William Blair, before arriving at its
determination that $20.10 per share in cash represents a fair price for the unaffiliated
shareholders of Johnson Outdoors. |
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PREMIUM The offer price represents a premium of 21.2% to the average closing price
for the 30 days prior to the initial merger proposal and a 53.7% premium to the 52-week
average closing price prior to the initial February 20, 2004 merger proposal announcement. |
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GUARANTEED VALUE Provides shareholders with an opportunity to exit their investment
for the guaranteed amount of $20.10 in cash per share rather than be subject to the
continued volatility and thin trading volume of Johnson Outdoors stock and the
Companys future prospects. |
Dont Delay
Your Vote Is Important!
Vote FOR the Proposed
Merger Today
Shareholders with any
questions should contact:
INNISFREE M&A
INCORPORATED
Shareholders Call
Toll-Free: (877) 825-8964
Banks & Brokers
Call Collect: (212) 750-5833
* Permission to use quotation neither
sought nor obtained.