Nov. 16, 2012 (Shareholders Foundation) -- An investigation on behalf of investors in Outdoor Channel Holdings, Inc. (NASDAQ:OUTD) shares was announced concerning whether the offer to acquire Outdoor Channel Holdings, Inc. for $8.00 per NASDAQ:OUTD share and the takeover process are unfair to investors in NASDAQ:OUTD shares.

The investigation by a law firm concerns whether certain officers and directors of Outdoor Channel Holdings, Inc. breached their fiduciary duties owed NASDAQ:OUTD investors in connection with the proposed acquisition.

On Nov. 16, 2012 Outdoor Channel Holdings, Inc. (Nasdaq:OUTD) announced that its board of directors approved a merger agreement with InterMedia Outdoors Holdings, LLC which in turn controls The Sportsman Channel and InterMedia Outdoors, Inc., InterMedia Outdoors Holdings, LLC is controlled by InterMedia Partners VII, L.P., a private equity investment fund. This merger will create InterMedia Outdoor Holdings, Inc.
The transaction will take the form of a cash and stock election merger in which Outdoor Channel Holdings stockholders will be entitled to receive for each share, subject to proration, either $8.00 in cash or one share of stock in InterMedia Outdoor Holdings, Inc. Inc.
An aggregate of $115 million will be available for the Company's stockholders electing cash such that, as result of the transaction, the stockholders of the Company are expected to own approximately 32.4% of InterMedia Outdoor Holdings, Inc.. In connection with the transaction, the Company's board has also approved a 25 cent per share special dividend which will be paid on or about December 7, 2012 to stockholders of record as of the close of business on November 27, 2012.
However, given that at least one analyst has set the target price for NASDAQ:OUTD shares at $9.00 per share, the investigation a law firm concerns whether the proposed transaction is unfair to NASDAQ:OUTD stockholders.

Furthermore, given that the Company's largest stockholders, Perry T. Massie, Thomas H. Massie and their affiliated entities and each of the Company's directors and executive officers, together whom currently represent a combined ownership of approximately 41% of the Company, each have already agreed to vote in favor of the transaction, the investigation focuses on whether the Outdoor Channel Holdings Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.