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 |
[ ] |
Definitive
Additional Materials |
[X] |
Soliciting
Material under Rule 14a-12 |
JOHNSON OUTDOORS INC.
|
(Name of Registrant as Specified in its Charter) |
|
(Name of Person(s) Filing Proxy Statement if other than the Registrant) |
Payment of Filing Fee (Check the
appropriate box):
[ ] |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
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: |
[ ] |
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. |
|
1. |
Amount
Previously Paid: |
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2. |
Form,
Schedule or Registration Statement No.: |
Filed by Johnson
Outdoors Inc.
Pursuant to Rule
14a-12 of the Securities Exchange Act of 1934
On
December 10, 2004, Johnson Outdoors Inc. sent a letter to shareholders respecting the
Agreement and Plan of Merger providing for the merger of JO Acquisition Corp., a Wisconsin
corporation, with and into Johnson Outdoors, with Johnson Outdoors as the surviving
corporation. 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-12 of the Securities Exchange Act of 1934, as amended.
December 10, 2004
Dear Johnson Outdoors
Shareholder:
As you know, on October 28, 2004,
Johnson Outdoors Inc. and JO Acquisition Corp., entered into a merger agreement. Under the
terms of the proposed merger, 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 merger is subject to a number of conditions, including approval of the
merger agreement by shareholders other than members of the Buy-Out Group.
A Special Committee of independent
directors was appointed to evaluate the merger, and after extensive negotiations with the
Buy-Out Group and careful consideration, including a thorough review with its independent
advisors and the receipt of a fairness opinion from its independent financial advisor, the
Special Committee unanimously determined that the merger is fair to and in the best
interests of the Companys shareholders other than the Buy-Out Group. The Board of
Directors recommends that shareholders vote for approval of the merger agreement.
We wanted you to know that over the
past few weeks there have been public filings regarding the proposed merger by the Company
and the Buy-Out Group. Among these is a preliminary proxy statement filed with the SEC in
connection with the special meeting of shareholders at which we will seek shareholder
approval of the merger. Johnson Outdoors will send you the final definitive proxy
statement in early 2005, which will describe the merger in detail and also provide the
date, time and location of the special shareholder meeting.
There has been speculation, which the
Company believes primarily originates with short-term speculative investors, that the
Buy-Out Group will increase their offered price. You should know that as indicated in
public filings with the SEC, the Buy-Out Group has specifically advised the Special
Committee that they will not proceed with the transaction at a price in excess of $20.10
per share. To date, the Special Committee has not received any third-party indications of
interest for an acquisition of Johnson Outdoors, and members of the Buy-Out Group have
stated that they have no interest in selling their shares to a third party and will not
support an alternative transaction.
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 Groups 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.
The reasons for the Special
Committees and the Boards recommendations, the background of the merger and
other important information will be contained in the final proxy materials you will
receive in early 2005. We look forward to communicating with you further regarding the
merger and the special meeting of shareholders.
Sincerely,
Johnson Outdoors Inc.
If you have any
questions, please contact:
INNISFREE M&A INCORPORATED
Shareholders Call Toll-Free:
(877) 825-8964
Banks & Brokers Call Collect: (212) 750-5833
ADDITIONAL INFORMATION
Johnson Outdoors has filed a
preliminary proxy statement and will file a definitive proxy statement and other documents
regarding the proposed merger with the U.S. Securities and Exchange Commission
(SEC). The definitive proxy statement will be sent to shareholders of Johnson
Outdoors seeking their approval of the merger agreement at a special meeting of
shareholders. Shareholders are urged to read the definitive proxy statement and
any other relevant document when they become available, because they will contain
important information about Johnson Outdoors, the proposed merger and related
matters. Shareholders may obtain a free copy of the definitive proxy statement
(when available) and other documents filed by Johnson Outdoors with the SEC at the
SECs web site at www.sec.gov. The definitive proxy statement (when available)
and other related SEC documents may also be obtained free of charge by directing a request
to Cynthia Georgeson, Johnson Outdoors Inc., 555 Main Street, Racine, Wisconsin
53403, tel: (262) 631-6600.
In addition to Johnson Outdoors, the
companys directors and executive officers may be deemed to be participants in the
solicitation from Johnson Outdoors shareholders of proxies in favor of approval of the
merger agreement. Such participants may have interests in the merger, including as a
result of holding shares of Johnson Outdoors common stock or derivative securities, such
as stock options, the value of which is related to the price of Johnson Outdoors common
stock. Information regarding the participants and their interests will be contained
in the proxy statement to be filed by Johnson Outdoors with the SEC in connection with the
special meeting of shareholders.