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 |
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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):
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Fee
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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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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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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Amount
Previously Paid: |
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Form,
Schedule or Registration Statement No.: |
Filed by Johnson
Outdoors Inc.
On
March 4, 2005, Johnson Outdoors Inc. (the “Company”) sent a letter to
shareholders of the Company (the “Shareholder Letter”), 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 Johnson Outdoors would receive cash for their shares, and the members of
the Johnson family would acquire 100% ownership of Johnson Outdoors. A copy of the
Shareholder Letter follows as part of this filing under Rule 14a-6 of the Securities
Exchange Act of 1934, as amended.
March 4, 2005
Dear Johnson Outdoors Shareholder:
On March 22, 2005, shareholders will
make an important decision regarding the future of Johnson Outdoors. A special shareholder
meeting is being held that day to consider the proposed merger between Johnson Outdoors
and JO Acquisition Corp. Your vote is very important and will help to determine the
future of the Company.
Under the terms of the proposed
merger, which was announced on October 29, 2004, all shareholders of Johnson Outdoors,
other than JO Acquisition Corp. and members of the Johnson family (the Buy-Out Group),
would receive $20.10 per share in cash, and the Buy-Out Group would acquire 100%
ownership of Johnson Outdoors.
The members of your Board of
Director’s special committee of independent directors, after careful deliberation and
consultation with our expert outside financial and legal advisors, determined that the
proposed merger is fair to and in the best interests of the unaffiliated shareholders of
Johnson Outdoors. Following our unanimous recommendation of the merger proposal, the Board
of Directors of Johnson Outdoors approved the merger agreement. The entire Board of
Directors believes the $20.10 offer price appropriately values your investment and
recommends that shareholders vote FOR approval of the merger agreement.
Additionally, on March 2, 2005,
Institutional Shareholder Services (ISS), the nation’s leading independent proxy
advisory firm, recommended that Johnson Outdoors shareholders vote FOR Johnson
Outdoors’ proposed merger with JO Acquisition Corp. In its report, ISS stated,
“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.”*
This is how and why the special
committee reached its determination that the merger proposal is in the best interest of
Johnson Outdoors’ shareholders:
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Careful
Consideration — The special committee met no fewer than 21 times to
consider the proposed merger and rejected two lower offers from the Johnsons before
recommending acceptance of the final $20.10 per share offer. We considered the proposal
not only in relation to the then-current market price of Johnson Outdoors common stock,
but also in relation to the then-current value of Johnson Outdoors in a freely negotiated
transaction and the future value of Johnson Outdoors as an independent entity, among
other factors. |
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Outside
Advisors — Throughout this process, we relied on the advice and
counsel of our outside financial and legal advisors, William Blair &Company and
Skadden, Arps, Slate, Meagher & Flom, respectively. Both firms were retained after a
careful selection process. |
* Permission to use
quotation neither sought nor obtained.
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Thorough
Evaluation — William Blair undertook a thorough financial analysis
that included a review of Johnson Outdoors’ historical stock price performance as
well as a number of other analyses. Based on these analyses, William Blair concluded in
its written opinion dated October 28, 2004 that the merger consideration of $20.10
per share in cash was fair, from a financial point of view, to the shareholders of
Johnson Outdoors other than the Buy-Out Group. |
The all-cash price of $20.10 per
share 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.
Among other required votes, approval
of the merger agreement requires 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. Your vote is very important. We hope you will take the time to
complete, sign, date and return the enclosed proxy in the accompanying self-addressed
postage pre-paid envelope or complete your proxy by telephone, via the Internet, or by
following the instructions on the proxy card. If your shares are held in “street
name” by a broker, nominee, fiduciary or other custodian, follow the directions given
by the broker, nominee, fiduciary or other custodian regarding how to instruct it to vote
your shares.
The special meeting of the
shareholders of Johnson Outdoors Inc. will be held on March 22, 2005 at 9:30 a.m., Central
time, at the Racine Marriott, Grand Ballroom, located at 7111 West Washington Avenue
(Highway 20), Racine, Wisconsin 53406.
Thank you for your continued support
of Johnson Outdoors throughout this process. Once again, we support the proposed merger
agreement and encourage you to vote FOR the transaction before the March 22, 2005 meeting
date.
Sincerely,
/s/ Thomas Pyle
Thomas Pyle
Chairman of the Special Committee of
the Board of Directors of Johnson Outdoors Inc.
/s/ John M. Fahey, Jr.
John M. Fahey, Jr.
Member of the Special Committee of
the Board of Directors of Johnson Outdoors Inc.
/s/ Terry E. London
Terry E. London
Member of the Special Committee of the
Board of Directors of Johnson Outdoors Inc.
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