STAMFORD, Conn., April 11 /PRNewswire/ -- Dolphin Limited Partnership I, L.P., a Stamford, CT based private investment partnership and an affiliate which holds approximately 300,000 shares, or 4%, of the Class A common stock of Johnson Outdoors Inc. (Nasdaq: JOUT), today sent the following letter to the 'independent' members of its board:
Dolphin Limited Partnership I, L.P.
Ninety-Six Cummings Point Road
Stamford, Ct 06902
Fax E-Mail
(203) 348-3715 partners@dol-fin.com
April 11, 2005
Via Facsimile and Federal Express
To: The Independent Members of the Board of Directors:
John M. Fahey, Jr.
c/o National Geographic
1145 - 17th Street NW
Washington, DC 20036
Terry E. London
3214 Princeton Ave.
Dallas, TX 75205
Thomas F. Pyle, Jr.
415 Farwell Dr.
Madison, WS 53704-6025
c/o Ms. Alisa Swire
Secretary and Vice President,
Business Development and Legal Affairs
Johnson Outdoors Inc.
555 Main Street
Racine, WI 53403
Gentlemen:
We are in receipt of the Company's prompt response, dated April 6, 2005 ,
from
The April 6th letter states, 'The Company is not interested in pursuing the proposal outlined in your letter dated March 31 , 2005.' We note, however, having invited any appropriate corrections, the Company's letter did not take any issue with the facts set forth in Dolphin's letter of March 31, 2005 that principally addressed valuation issues and opportunities that might exist for all constituents in a business combination, as well as the poor share price performance and employment growth since becoming a public company.
Dolphin is now raising its offer to purchase approximately 1.5 million newly issued Class B common shares from $21.10 to $21.75 per share. The other terms and conditions of our proposal remain the same and, as set forth in our letter of March 31 , we remain prepared to offer a higher price if the results of our diligence support a greater valuation. This offer expires at the close of business on April 21, 2005 .
We note that Dolphin's $32.7 million economic proposal is at a share price approximately 15% above the market and 8% above the $20.10 /share recently offered in the unsuccessful going private transaction and represents approximately 20% of JOUT's current market capitalization.
Because certain members of JOUT's board of directors have actual or potential conflicts of interest in evaluating Dolphin's $32.7 million economic proposal, the 'independent' directors, consisting of Thomas F. Pyle, Jr., Terry E. London and John M. Fahey, Jr., (the same members of the Special Committee that evaluated the $20.10 going private transaction) should insist that the board form a special committee to evaluate Dolphin's material economic proposal and to make recommendations to the board.
We have recently heard from other shareholders who also believe there is substantial value and growth opportunities in JOUT that can and should be unlocked for all shareholders and constituents.
We believe our proposal is compelling and expect that the 'independent' directors, consistent with their fiduciary duties to all shareholders, will give careful and disinterested consideration to our improved material economic proposal. Again, we and our advisors are prepared to discuss with the independent directors and/or their advisors all aspects of our proposal.
We ask that responses be publicly disclosed so that all shareholders have
equal and timely information.
Very truly yours,
Donald T. Netter
Senior Managing Director
cc: Ezra G. Levin, Esq.
Abbe L. Dienstag, Esq.
Ms. Helen P. Johnson-Leipold
Mr. Gregory E. Lawton
SOURCE Dolphin Limited Partnership I, L.P.
