AGREEMENT AND PLAN OF MERGER BY AND AMONG INTERMEDIA OUTDOOR HOLDINGS, INC., OUTDOOR MERGER SUB, LLC, OUTDOOR MERGER CORP., OUTDOOR CHANNEL HOLDINGS, INC. AND INTERMEDIA OUTDOORS HOLDINGS, LLC, DATED AS OF NOVEMBER 15, 2012Agreement and Plan of Merger • November 16th, 2012 • Outdoor Channel Holdings Inc • Cable & other pay television services • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of November 15, 2012 (this “Agreement”), is made by and among InterMedia Outdoor Holdings, Inc., a Delaware corporation (“Parent”), Outdoor Merger Sub, LLC, a Delaware limited liability company and an indirect wholly-owned Subsidiary of Parent (“IM Merger Sub”), Outdoor Merger Corp., a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“OUTD Merger Sub” and, together with IM Merger Sub, the “Merger Subsidiaries”), Outdoor Channel Holdings, Inc., a Delaware corporation (“OUTD”), and InterMedia Outdoors Holdings, LLC, a Delaware limited liability company (“IM”). IM, Parent and the Merger Subsidiaries are collectively referred to herein as the “IM Parties.”
