Vista Outdoor Inc. - VSTO STOCK NEWS

Gates Capital Management, owning 9.6% of Vista Outdoor Inc. (NYSE: VSTO), has announced its intention to vote AGAINST the proposed sale of The Kinetic Group to Czechoslovak Group a.s. (CSG). This decision aligns with the recommendation of Institutional Shareholder Services (ISS), which suggests that selling both The Kinetic Group and Revelyst in an all-cash transaction would be the best outcome for shareholders.

Gates Capital highlights that a private equity firm has recently offered $1.1 billion in cash for Revelyst, but this offer would not be available after the CSG transaction closes. The current CSG proposal is viewed as unfavorable as it would prevent the potential sale of Revelyst and expose shareholders to execution risks associated with a standalone Revelyst. Gates Capital encourages Vista to negotiate an all-cash offer for the entire company to benefit all shareholders.

MNC Capital Partners, L.P. (MNC) has announced that it is maintaining its $43 per share all-cash offer for Vista Outdoor Inc. (NYSE: VSTO) and is committed to re-engaging with Vista on acquiring the entire company. MNC stated that the private equity firm involved in its acquisition efforts is still committed to acquiring Revelyst in any future MNC transaction supported by Vista.

The private equity firm had approached Vista and CSG to explore a transaction where all of Vista would be acquired, expressing interest only in acquiring Revelyst as part of a revised transaction with CSG. MNC believes that if stockholders do not approve the current CSG transaction, it can deliver a transaction for the entire company that stockholders will approve.

Vista Outdoor Inc. (NYSE: VSTO) urges stockholders to vote 'FOR' the transaction with Czechoslovak Group a.s. (CSG) at the September 27th special meeting. The CSG Transaction involves acquiring The Kinetic Group and investing in Revelyst, offering:

- $28 per share cash consideration
- One share of Revelyst common stock for each Vista Outdoor share
- Opportunity to participate in Revelyst's upside and potential change of control premium
- Expected closing in October 2024

The Board believes this deal maximizes stockholder value, surpassing MNC Capital's proposal by ~$250 million for The Kinetic Group. Revelyst anticipates doubling Adjusted EBITDA sequentially and annually, targeting $100 million in cost savings by FY2027 and mid-teens EBITDA margin long-term. The Board remains open to exploring all opportunities to maximize Revelyst's value, including a potential sale.

Revelyst and 5 Horizons Group have announced a strategic licensing partnership and the launch of CamelBak Pro, a new line of hydration products designed for workers. This collaboration brings together Revelyst, a segment of Vista Outdoor Inc. (NYSE: VSTO), and 5 Horizons, a global leader in work, outdoor, and sporting goods accessories.

The CamelBak Pro line includes backpacks, waist packs, and tool belts made from durable materials, incorporating CamelBak's proprietary hydration technology. These products aim to enhance job site performance and safety by keeping workers properly hydrated throughout their workday. The partnership leverages CamelBak's expertise in hydration solutions and 5 Horizons' experience in developing high-quality accessories for various markets.

Vista Outdoor Inc. (NYSE: VSTO) is actively exploring opportunities to maximize the value of Revelyst, including a potential sale. The company's Board of Directors urges stockholders to vote FOR the Czechoslovak Group (CSG) Transaction at the September 27th Special Meeting. The CSG deal offers $28 per share in cash and one share of Revelyst common stock for each Vista Outdoor share. This transaction values The Kinetic Group at $2.15 billion, which is ~$250 million higher than MNC's last proposal. It also includes a $150 million investment in Revelyst, valuing it at $2.0 billion. The Board emphasizes that time is critical, as the CSG Transaction can be terminated after October 15th. They believe this deal provides the best value for stockholders while preserving opportunities for future gains from Revelyst.

Vista Outdoor's Board of Directors unanimously recommends stockholders vote for the transaction with Czechoslovak Group (CSG) to acquire The Kinetic Group and invest in Revelyst, while rejecting MNC Capital's last proposal. The CSG Transaction offers a $2.15 billion valuation for The Kinetic Group, approximately $250 million higher than MNC's implied valuation. Stockholders will receive $28 in cash per share and one share of Revelyst common stock. The Board is in active discussions with a Private Equity Firm to separately acquire Revelyst. The CSG Transaction delivers significant cash consideration and upside potential in Revelyst, with all regulatory approvals received. Vista Outdoor urges stockholders to vote FOR the CSG Transaction at the September 27th special meeting to secure significant value before the October 15th termination date.

Vista Outdoor Inc. (NYSE: VSTO) announced an amendment to its merger agreement with Czechoslovak Group (CSG). CSG will purchase 7.5% of standalone Revelyst for $150 million, valuing Revelyst at $2.0 billion. This increases the cash consideration for Vista Outdoor stockholders to $28 per share, up from the previous $24. Stockholders will also receive one share of Revelyst common stock for each Vista Outdoor share.

The company received a revised proposal from MNC to acquire Vista Outdoor for $43 in cash per share. However, Vista Outdoor states that this proposal undervalues The Kinetic Group and Revelyst compared to the CSG transaction. The board continues to recommend stockholders vote in favor of the CSG merger agreement at the special meeting on September 27, 2024.

Vista Outdoor (NYSE: VSTO) has announced that its Board of Directors is continuing to engage with MNC Capital regarding MNC's revised proposal to acquire Vista Outdoor for $43.00 per share in cash. This engagement is part of the Board's ongoing review of strategic alternatives to maximize stockholder value. The company has adjourned its special meeting of stockholders to vote on the CSG merger agreement from September 13 to September 27, 2024. The Board maintains its recommendation for stockholders to vote in favor of adopting the merger agreement with CSG. Vista Outdoor has not made any determination regarding MNC's revised proposal, which was submitted on September 6, 2024. The Board remains committed to maximizing value for stockholders and will continue to review a full range of strategic alternatives.

Vista Outdoor Inc. (NYSE: VSTO) Board of Directors has responded to MNC Capital's recent communication regarding a proposal. The Board stated that despite extensive negotiations and good faith efforts, MNC sent a revised proposal late Friday evening with a Monday expiration. The Board views MNC's public communication shortly after the proposal's delivery and the short expiration timeline as unconstructive and part of a frustrating pattern.

The Vista Outdoor Board remains committed to maximizing stockholder value and will continue discussions with MNC and other parties. The company has engaged Morgan Stanley & Co. as its financial adviser and Cravath, Swaine & Moore LLP as legal adviser. Additionally, the independent directors have retained Moelis & Company as financial adviser and Gibson, Dunn & Crutcher LLP as legal adviser.