Vista Outdoor in Discussions with MNC Capital, Advises MNC to Increase their Offer Price

Rhea-AI Summary

Vista Outdoor is in discussions with MNC Capital regarding a potential acquisition offer of $37.50 per share. The company remains confident in receiving CFIUS clearance for the Czechoslovak Group transaction. The special meeting of stockholders regarding the CSG transaction is adjourned to June 14, 2024.

Insights

Financial Analyst

In assessing Vista Outdoor's interactions with MNC Capital, we see a dynamic situation that could affect stockholder value. If MNC does indeed raise its offer above $37.50 per share, this could signal a competitive bidding war, potentially driving the share price up in the short term. However, investors should consider the long-term value and strategic fit of such an acquisition. Vista's stance that the current offer undervalues its Revelyst business suggests confidence in its intrinsic value and growth prospects. The adjournment of the special meeting indicates a tactical move by Vista to leverage better terms, a common strategy that sometimes results in favorable negotiation outcomes for the existing shareholders.

Legal Expert

The legal complexities of merger negotiations are non-trivial and the involvement of CFIUS adds layers of regulatory considerations. CFIUS clearance is a significant milestone that, once achieved, could remove a major hurdle to the completion of the transaction. Stockholders should be aware that regulatory clearance implies a green light on national security concerns, which is a pertinent issue for deals involving international entities. The fact that Vista Outdoor has expressed confidence in obtaining this clearance is positive, but it's worth noting that such processes can be unpredictable and could affect the timeline of any potential transaction.

Mergers & Acquisitions Specialist

The M&A landscape is particularly sensitive to information asymmetries; therefore, Vista Outdoor's willingness to provide non-public information to MNC is a pivotal move. It allows MNC to recalibrate its offer, potentially increasing it. From an M&A perspective, the adjournment of the shareholder meeting is a strategic delay that could create a more advantageous position for Vista Outdoor, either by extracting a higher offer from MNC or by reaffirming its arrangement with CSG. Stockholders should keep an eye on the evolving situation, as the final outcome will determine the future direction of the company and, subsequently, its stock performance.

Will Adjourn Special Meeting of Stockholders to June 14, 2024

Company remains confident in receiving CFIUS clearance for Czechoslovak Group Transaction

ANOKA, Minn.--(BUSINESS WIRE)-- Vista Outdoor Inc. (“Vista Outdoor” or the “Company”) (NYSE: VSTO) today confirmed it is engaging in discussions with MNC Capital (“MNC”) related to its March 25, 2024 unsolicited indication of interest pursuant to which MNC expressed interest in acquiring Vista Outdoor in an all-cash transaction for $37.50 per Vista share. The Company advised MNC it expects MNC to deliver an improved economic proposal following the Company providing MNC with access to certain diligence information as permitted in accordance with the terms of the existing merger agreement with Czechoslovak Group a.s. (“CSG”).

Michael Callahan, Chairman of the Vista Outdoor Board of Directors, said, “The Vista Outdoor Board does not consider MNC’s revised proposal to be superior to the transaction with CSG and continues to believe MNC’s proposed offer price undervalues the Revelyst business. That said, the Board has determined MNC’s revised proposal meets the standard under the merger agreement with CSG permitting engagement with MNC. Accordingly, the Board has authorized Vista management to provide MNC with non-public information so MNC can increase its offer price. The Board remains committed to acting in the best interest of Vista Outdoor and its stockholders.”

Given these ongoing discussions, the Company will adjourn the special meeting of its stockholders with respect to the CSG transaction, originally scheduled to be held at 9:00 am (Central Time) on May 16, 2024, to 9:00 am (Central Time) June 14, 2024. The record date of April 1, 2024 remains unchanged.

Vista Outdoor notes there can be no assurance the discussions with MNC will result in either an increased offer price or any transaction with MNC.

Vista Outdoor remains bound by the terms of the merger agreement with CSG and the Vista Outdoor Board of Directors continues to recommend Vista stockholders vote in favor of the proposal to adopt the existing merger agreement with CSG.

Vista Outdoor continues to be confident that it will receive clearance from the Committee on Foreign Investment in the United States (“CFIUS”) with respect to the proposed transaction with CSG and that all other closing conditions will be satisfied.

Morgan Stanley & Co. LLC is acting as sole financial adviser to Vista Outdoor and Cravath, Swaine & Moore LLP is acting as legal adviser to Vista Outdoor. Moelis & Company LLC is acting as sole financial adviser to the independent directors of Vista Outdoor and Gibson, Dunn & Crutcher LLP is acting as legal adviser to the independent directors of Vista Outdoor.

About Vista Outdoor Inc.

Vista Outdoor (NYSE: VSTO) is the parent company of more than three dozen renowned brands that design, manufacture and market sporting and outdoor products. Brands include Bushnell, CamelBak, Bushnell Golf, Foresight Sports, Fox Racing, Bell Helmets, Camp Chef, Giro, Simms Fishing, QuietKat, Stone Glacier, Federal Ammunition, Remington Ammunition and more. Our reporting segments, Outdoor Products (Revelyst) and Sporting Products (The Kinetic Group), provide consumers with a wide range of performance-driven, high-quality and innovative outdoor and sporting products. For news and information, visit our website at www.vistaoutdoor.com.

About Revelyst

Revelyst, a segment of Vista Outdoor Inc. (NYSE: VSTO), is a collective of world-class maker brands that design and manufacture performance gear and precision technologies. Our category-defining brands leverage meticulous craftsmanship and cross-collaboration to pursue new innovations that redefine what is humanly possible in the outdoors. Portfolio brands include Foresight Sports, Bushnell Golf, Fox, Bell, Giro, CamelBak, Bushnell, Simms Fishing and more. For more information, visit our website at www.revelyst.com.

Forward-Looking Statements

Some of the statements made and information contained in this press release, excluding historical information, are “forward-looking statements,” including those that discuss, among other things: Vista Outdoor’s (“we”, “us” or “our”) plans, objectives, expectations, intentions, strategies, goals, outlook or other non-historical matters; projections with respect to future revenues, income, earnings per share or other financial measures for Vista Outdoor; and the assumptions that underlie these matters. The words “believe,” “expect,” “anticipate,” “intend,” “aim,” “should” and similar expressions are intended to identify such forward-looking statements. To the extent that any such information is forward-looking, it is intended to fit within the safe harbor for forward-looking information provided by the Private Securities Litigation Reform Act of 1995.

Numerous risks, uncertainties and other factors could cause our actual results to differ materially from the expectations described in such forward-looking statements, including the following: risks related to the previously announced transaction among Vista Outdoor, Revelyst, Inc. (“Revelyst”), CSG Elevate II Inc., CSG Elevate III Inc. and CSG, (the “Transaction”), including (i) the failure to receive, on a timely basis or otherwise, the required approval of the Transaction by our stockholders, (ii) the possibility that any or all of the various conditions to the consummation of the Transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals), (iii) the possibility that competing offers, increased offers or acquisition proposals may be made, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement relating to the Transaction, including in circumstances which would require Vista Outdoor to pay a termination fee, (v) the effect of the announcement or pendency of the Transaction on our ability to attract, motivate or retain key executives and employees, our ability to maintain relationships with our customers, vendors, service providers and others with whom we do business, or our operating results and business generally, (vi) risks related to the Transaction diverting management’s attention from our ongoing business operations and (vii) that the Transaction may not achieve some or all of any anticipated benefits with respect to either business segment and that the Transaction may not be completed in accordance with our expected plans or anticipated timelines, or at all; impacts from the COVID-19 pandemic on our operations, the operations of our customers and suppliers and general economic conditions; supplier capacity constraints, production or shipping disruptions or quality or price issues affecting our operating costs; the supply, availability and costs of raw materials and components; increases in commodity, energy, and production costs; seasonality and weather conditions; our ability to complete acquisitions, realize expected benefits from acquisitions and integrate acquired businesses; reductions in or unexpected changes in or our inability to accurately forecast demand for ammunition, accessories, or other outdoor sports and recreation products; disruption in the service or significant increase in the cost of our primary delivery and shipping services for our products and components or a significant disruption at shipping ports; risks associated with diversification into new international and commercial markets, including regulatory compliance; our ability to take advantage of growth opportunities in international and commercial markets; our ability to obtain and maintain licenses to third-party technology; our ability to attract and retain key personnel; disruptions caused by catastrophic events; risks associated with our sales to significant retail customers, including unexpected cancellations, delays, and other changes to purchase orders; our competitive environment; our ability to adapt our products to changes in technology, the marketplace and customer preferences, including our ability to respond to shifting preferences of the end consumer from brick and mortar retail to online retail; our ability to maintain and enhance brand recognition and reputation; others’ use of social media to disseminate negative commentary about us, our products, and boycotts; the outcome of contingencies, including with respect to litigation and other proceedings relating to intellectual property, product liability, warranty liability, personal injury, and environmental remediation; our ability to comply with extensive federal, state and international laws, rules and regulations; changes in laws, rules and regulations relating to our business, such as federal and state ammunition regulations; risks associated with cybersecurity and other industrial and physical security threats; interest rate risk; changes in the current tariff structures; changes in tax rules or pronouncements; capital market volatility and the availability of financing; foreign currency exchange rates and fluctuations in those rates; general economic and business conditions in the United States and our markets outside the United States, including as a result of the war in Ukraine and the imposition of sanctions on Russia, the COVID-19 pandemic, conditions affecting employment levels, consumer confidence and spending, conditions in the retail environment, and other economic conditions affecting demand for our products and the financial health of our customers.

You are cautioned not to place undue reliance on any forward-looking statements we make, which are based only on information currently available to us and speak only as of the date hereof. A more detailed description of risk factors that may affect our operating results can be found in Part 1, Item 1A, Risk Factors, of our Annual Report on Form 10-K for fiscal year 2023, in Part II, Item 1A, Risk Factors, of our Quarterly Report on Form 10-Q for the third quarter of fiscal year 2024, and in the filings we make with the Securities and Exchange Commission (the “SEC”) from time to time. We undertake no obligation to update any forward-looking statements, except as otherwise required by law.

No Offer or Solicitation

This communication is neither an offer to sell, nor a solicitation of an offer to buy any securities, the solicitation of any vote, consent or approval in any jurisdiction pursuant to or in connection with the Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Additional Information and Where to Find It

These materials may be deemed to be solicitation material in respect of the Transaction. In connection with the Transaction, Revelyst, a subsidiary of Vista Outdoor, filed with the SEC a registration statement on Form S-4 in connection with the proposed issuance of shares of common stock of Revelyst to Vista Outdoor stockholders pursuant to the Transaction, which Form S-4 includes a proxy statement of Vista Outdoor that also constitutes a prospectus of Revelyst (the “proxy statement/prospectus”). INVESTORS AND STOCKHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING OUR PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE TRANSACTION. The registration statement was declared effective by the SEC on March 22, 2024, and we have mailed the definitive proxy statement/prospectus to each of our stockholders entitled to vote at the meeting relating to the approval of the Transaction. Investors and stockholders may obtain the proxy statement/prospectus and any other documents free of charge through the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by Vista Outdoor are available free of charge on our website at www.vistaoutdoor.com.

Participants in Solicitation

Vista Outdoor, Revelyst, CSG Elevate II Inc., CSG Elevate III Inc. and CSG and their respective directors, executive officers and certain other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from our stockholders in respect of the Transaction. Information about our directors and executive officers is set forth in our proxy statement on Schedule 14A for our 2023 Annual Meeting of Stockholders, which was filed with the SEC on June 12, 2023, and subsequent statements of changes in beneficial ownership on file with the SEC. These documents are available free of charge through the SEC’s website at www.sec.gov. Additional information regarding the interests of potential participants in the solicitation of proxies in connection with the Transaction, which may, in some cases, be different than those of our stockholders generally, is also included in the proxy statement/prospectus relating to the Transaction.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240421078838/en/

Investor Contact:

Tyler Lindwall

Phone: 612-704-0147

Email: investor.relations@vistaoutdoor.com

Media Contact:

Eric Smith

Phone: 720-772-0877

Email: media.relations@vistaoutdoor.com

Source: Vista Outdoor Inc.

FAQ

What is Vista Outdoor discussing with MNC Capital?

Vista Outdoor is discussing a potential acquisition offer of $37.50 per share with MNC Capital.

What is the expected outcome of the discussions between Vista Outdoor and MNC Capital?

The expected outcome is for MNC Capital to deliver an improved economic proposal after receiving certain diligence information from Vista Outdoor.

When will the special meeting of stockholders regarding the CSG transaction take place?

The special meeting has been adjourned to June 14, 2024, from the original date of May 16, 2024.

Who is advising Vista Outdoor in these discussions?

Morgan Stanley & Co. is the sole financial adviser to Vista Outdoor, while Cravath, Swaine & Moore LLP is the legal adviser.

What does the Vista Outdoor Board of Directors recommend to stockholders?

The Board recommends that stockholders vote in favor of adopting the existing merger agreement with Czechoslovak Group a.s.