Johnson letter asks for merger approval

RACINE, Wis. -- Johnson Outdoors Inc. recently mailed a letter to all Johnson Outdoors shareholders asking them to vote in favor of its proposed merger with JO Acquisition Corp., the company said in a release today.

Under the terms of the proposed merger, which was announced on Oct. 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 percent 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,” the board wrote. “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.”

The special committee met no fewer than 21 times to consider the proposed merger and rejected two lower offers before recommending acceptance of the final $20.10 per share offer

The shareholders will vote on March 22 at a special shareholder meeting to consider the proposed merger.

On March 2, Institutional Shareholder Services, 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:

The all-cash price of $20.10 per share represents a 21.2 percent 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 percent premium to the 52-week average closing price prior to the Feb. 20, 2004 announcement of the offer, the company said.

Approval of the merger agreement requires the affirmative vote of 66 2/3 percent of the votes entitled to be cast at the special meeting by shareholders other than members of the Buy-Out Group.

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