Vista Outdoor Inc. - VSTO STOCK NEWS

Gates Capital Management, owning 9.6% of Vista Outdoor (NYSE: VSTO), believes the $42 all-cash offer from MNC Capital Partners is superior to the proposed sale of The Kinetic Group to Czechoslovak Group (CSG). Gates Capital opposes the CSG proposal, citing Vista's recent financial results as evidence that selling the entire company provides better shareholder value. The firm argues that MNC's offer values Revelyst at approximately 22x LTM EBITDA, which is attractive given Revelyst's declining performance. ISS has recommended shareholders vote AGAINST the CSG merger proposal. Gates Capital also criticizes Vista's stale record date and encourages shareholders to voice their opinions to the Board of Directors.

CSG reaffirms its commitment to completing the $2.15 billion acquisition of Vista Outdoor's The Kinetic Group. The fully financed bid, approved by U.S. regulators including CFIUS, offers Vista Outdoor shareholders certainty and superior value. Glass Lewis recommends shareholders vote 'FOR' the acquisition at the July 30, 2024 special meeting. CSG plans to invest in The Kinetic Group's growth and increase American jobs post-acquisition.

CSG CEO Michal Strnad states the acquisition is optimal for Vista Outdoor shareholders, employees, and the American economy. CSG, an experienced global industrial company, intends to fully integrate The Kinetic Group and enhance its operations. The transaction is expected to close in early August, pending shareholder approval.

Vista Outdoor (NYSE: VSTO) has issued a statement to clarify misconceptions regarding MNC Capital's claim about needing Vista's approval for a tender offer. Vista emphasizes that MNC is not subject to any restrictions from Vista that would require consent for an unsolicited tender offer. The company reiterates its rejection of MNC's proposal and strongly recommends the transaction with Czechoslovak Group a.s. (CSG), which it considers superior. Vista Outdoor states that the CSG transaction can close in early August, pending stockholder approval at the July 30 special meeting.

MNC Capital Partners, L.P. has reaffirmed its commitment to a $42 per share all-cash offer for Vista Outdoor Inc (NYSE: VSTO). The firm emphasized that it will not reduce the offer price and is willing to make a tender offer directly to Vista shareholders if approved by Vista. This move would allow shareholders to decide whether to accept the offer. MNC's Mark Gottfredson stated their commitment to the offer and willingness to proceed with a tender offer, pending Vista's agreement. While Vista's approval would be necessary for MNC to make a tender offer, Vista would not be required to recommend that shareholders tender their shares.

Vista Outdoor (NYSE: VSTO) announced an amendment to its merger agreement with Czechoslovak Group (CSG), increasing the base purchase price for The Kinetic Group to $2.15 billion. This results in a higher cash consideration of $24.00 per share for Vista Outdoor stockholders. The company reaffirmed its Fiscal Year 2025 outlook and reported preliminary Q1 FY2025 results.

Key points:

• CSG Transaction now valued at $2.15 billion, up $240 million from the original offer
• Cash consideration increased to $24.00 per share, nearly double the original $12.90
• Stockholders to receive $24.00 in cash and one share of Revelyst common stock per VSTO share
• Vista Outdoor reaffirms FY2025 guidance with sales expected between $2.665-$2.775 billion
• Revelyst plans to pursue a 12-month $50 million share repurchase program post-closing
• Special meeting of stockholders adjourned to July 30, 2024

Gates Capital Management, owning 9.6% of Vista Outdoor (NYSE: VSTO), has reiterated its opposition to the proposed sale of The Kinetic Group to Czechoslovak Group (CSG). In a letter to Vista's Board, Gates Capital expresses concerns that the transaction would have less value than the $42 all-cash offer from MNC Capital or a tax-free spin-off.

The investment firm urges Vista to:

• Release preliminary financial results for Q2 2024
• Set a new record date for shareholder voting
• Reconsider the proposed transaction
• Secure a higher price for The Kinetic Group, engage with MNC to sell the entire company, or revert to the original spin-off plan

Gates Capital Management, owning 9.6% of Vista Outdoor (NYSE: VSTO), opposes the proposed $2.1 billion sale of The Kinetic Group to CSG. They argue the price undervalues the asset, which generates over $400 million in annual free cash flow. Gates Capital criticizes the early retirement of $500 million in low-interest debt and the plan to keep $250 million cash at Revelyst post-sale.

The investor suggests three alternatives: 1) Secure a higher price for The Kinetic Group, 2) Engage with MNC Capital's $42 per share bid for the entire company, or 3) Revert to the original tax-free spin-off plan. Gates Capital emphasizes that these options would better serve shareholder interests than the current CSG proposal.

MNC Capital has sent a letter to Vista Outdoor Inc. (NYSE: VSTO) urging engagement on its fully financed $42 per share all-cash offer. MNC expresses concern over Vista's lack of engagement and incomplete disclosures, particularly regarding the value at closing of the CSG transaction. The letter criticizes Vista for not disclosing the likely trading value of Revelyst shares, which would be part of the CSG deal consideration. MNC refutes Vista's claims about shifting financing sources, stating that changes were made to secure more favorable terms. The offer is backed by well-capitalized investors, including a global investment bank and a private equity fund. MNC remains confident in closing the transaction within 60 days after signing a merger agreement, contrary to Vista's public assertion of a longer timeframe.

TIG Advisors, an investment advisor owning 532,000 shares of Vista Outdoor (NYSE: VSTO), has sent a letter to Vista's Board of Directors advocating for MNC Capital's all-cash acquisition offer of $42 per share. TIG believes this proposal is superior to the pending acquisition of The Kinetic Group by Czechoslovak Group (CSG). The letter criticizes the Board's hesitance, citing MNC's provision of financing and a merger agreement as proof of its commitment. TIG argues that Vista's current transformation plan is riskier and less certain than the immediate value provided by MNC's offer. TIG urges the Board to re-engage with MNC if the pending CSG deal is rejected by shareholders.

The letter also highlights that the market values Vista at $36.41 per share, suggesting the MNC offer includes a premium. TIG emphasizes the need for the Board to act in shareholders' best interests by securing the MNC deal.