RACINE, Wisconsin (24 Mar 2005) -- Shareholders rejected a $20.10 per share offer for Johnson Outdoors on Tuesday as the Johnson family failed in its bid to buy back the only publicly traded company under its control. The company permitted voting to continue for six extra hours Tuesday but failed to sway enough investors to support the proposal. The plan failed to receive support from at least two-thirds of all investors not affiliated with the Johnson family - a requirement of Wisconsin law. "Public or private, I am committed to this great company, and the family is committed to the future of this great company," Helen Johnson-Leipold, the company's chairwoman and chief executive, told shareholders after the votes were tallied. Since the buyout was first proposed early last year, some shareholders said the price for the maker of kayaks, scuba gear and other outdoor equipment wasn't high enough. The company raised its offer to $20.10 in October, but criticism of the proposal continued right up until the vote, as a Connecticut shareholder last week said the offer was too low. There are no plans to make another offer to shareholders, Johnson-Leipold said in an interview. The company didn't see the value of extending the voting beyond Tuesday in an attempt to sway some shareholders to support the plan. "The price is not changing," she said. "The family would have never made the offer if we didn't think it was fair." "It started at $18, and it ended up at $20.10," Johnson-Leipold added. "There was a ton of independent analysis that said this was fair for the company and fair for the shareholders." The company declined to release results of the vote, and the final tally won't be available until the company files its quarterly report with securities regulators. In a statement, the company said that although its buyout "received enormous support from Johnson Outdoors' longstanding shareholders, it did not receive the support of some institutions that more recently became shareholders." While the voting was taking place Tuesday, trading in the stock was unusually heavy - with volume at least 20 times a typical day's trading during the past three months. Johnson Outdoors shares closed down 5 cents at $20, though the markets were closed by the time the company made its announcement that it would remain public. Johnson-Leipold launched the buyout in conjunction with her father, the late Samuel C. Johnson. Johnson Outdoors is the only publicly traded company among the family's $8 billion in holdings that include S.C. Johnson & Son Inc. and JohnsonDiversey. | | Johnson Outdoors will remain a public company No one opposed to the buyback proposal spoke out about the transaction during the shareholders meeting. In an interview, shareholder Normandie Byrne of Lyons said she came to the meeting to show her support for the company, although she'd already cast her 300 shares in favor of the plan. "This is one of those companies that give back to the community. They hire the people around here, they're excellent for the economy of southeast Wisconsin, and it'd be a pity if they didn't pick up this last branch of their conglomerate," she said. "I doubt that my stock is more than a spit in a bucket, but it's still my stock and still a company I have admired." Johnson-Leipold said her next step is to "Get back to business. The family loves the company and is committed either way." In a message to the company's 1,500 employees worldwide, 100 of whom work in Racine, Johnson-Leipold said the buy-back process gave the company "greater clarity around the challenges and opportunities facing our core businesses, as well as enhanced strategic and financial planning capabilities." Johnson Outdoors' products include Scubapro diving equipment and Minn Kota trolling motors. The Johnsons have had majority control over the company even though it has been publicly traded since 1987. After the Sarbanes-Oxley corporate governance law passed in Congress, Johnson-Leipold and Sam Johnson began discussing whether it still made sense to remain a publicly traded firm. In filings connected with the proposed buyout, the company said it expected to save $700,000 a year in costs associated with being publicly held. Costs for the going-private proposal were $900,000 in the most recent quarter, and now total $2.4 million overall, the company said last month. |
