Vista Outdoor’s Board of Directors Is Committed to Exploring All Opportunities to Maximize the Value of Revelyst, Including a Potential Sale

Rhea-AI Summary

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.

Positive

• CSG Transaction offers $28 per share in cash plus one Revelyst share for each Vista Outdoor share
• The Kinetic Group valued at $2.15 billion, $250 million higher than MNC's last proposal
• $150 million investment in Revelyst, valuing it at $2.0 billion
• Opportunity for stockholders to participate in potential upside of Revelyst

Negative

• Time pressure: CSG Transaction can be terminated after October 15th
• Potential sale of Revelyst creates uncertainty for shareholders

Urges Stockholders to Vote FOR the CSG Transaction at September 27^th Special Meeting to Maximize the Value of The Kinetic Group

ANOKA, Minn.--(BUSINESS WIRE)-- Vista Outdoor Inc. (“Vista Outdoor”, the “Company”) (NYSE: VSTO) today issued the following statement from the Company’s Chairman of the Board, Michael Callahan:

We are committed to continuing to explore all opportunities to maximize the value of Revelyst, including a potential sale. Since September 15^th, we have been in active dialogue with the private equity firm partnered with MNC Capital, separate and apart from MNC, and are committed to considering any offers from interested parties that may deliver greater value to our stockholders. As the Board continues to work fastidiously to maximize the value of Revelyst, it is imperative that Vista Outdoor stockholders vote to approve the transaction with the Czechoslovak Group a.s. (the “CSG Transaction") to capture the value of The Kinetic Group.

Our Board unanimously believes the CSG Transaction provides the most value for stockholders. The CSG Transaction delivers significant cash consideration of $28 per share and one share of Revelyst common stock for each share of Vista Outdoor common stock, providing opportunity for stockholders to participate in the upside of Revelyst and a potential change of control premium. The CSG Transaction to acquire The Kinetic Group for $2.15 billion is ~$250 million higher than the implied valuation of MNC’s last proposal, and includes an investment in Revelyst for $150 million, valuing Revelyst at $2.0 billion.

Time is running out – the CSG Transaction can be terminated after October 15^th. The Board unanimously recommends all stockholders vote FOR the CSG Transaction to immediately realize the value of The Kinetic Group, while preserving the opportunity to participate in a potential change of control premium for Revelyst. We will continue to do what we have been doing throughout this entire process, which is maximizing value for all stockholders and pursuing all paths to deliver superior value.

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 and Sporting Products, 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.

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 Inc.’s (“Vista Outdoor”, “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 CZECHOSLOVAK GROUP a.s. (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 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; risks related to the review of strategic alternatives announced on July 30, 2024 (“Review”), including (i) the terms, structure, benefits and costs of any transaction that may result from the Review, (ii) the timing of any such transaction that may result from the Review and whether any such transaction will be consummated at all, (iii) the effect of the announcement of the Review 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, (iv) risks related to the Review diverting management’s attention from our ongoing business operations, (v) the costs or expenses resulting from the Review, (vi) any litigation relating to the Review and (vii) the Review may not achieve some or all of any anticipated benefits of the Review; 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; our association with the firearms industry; 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 conflict in the Gaza strip, the COVID-19 pandemic or another 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 2024, and in the filings we make with 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 on January 16, 2024 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 CZECHOSLOVAK GROUP a.s. 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 2024 Annual Meeting of Stockholders, which was filed with the SEC on July 24, 2024, 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/20240918396550/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 (VSTO) proposing in its latest announcement?

Vista Outdoor is urging stockholders to vote FOR the Czechoslovak Group (CSG) Transaction at the September 27th Special Meeting. The deal offers $28 per share in cash plus one Revelyst share for each Vista Outdoor share.

How much is The Kinetic Group valued at in the CSG Transaction for VSTO?

The CSG Transaction values The Kinetic Group at $2.15 billion, which is approximately $250 million higher than MNC's last proposal.

What is the deadline for the CSG Transaction with Vista Outdoor (VSTO)?

The CSG Transaction can be terminated after October 15th, creating a sense of urgency for stockholders to vote on the deal.

What is Vista Outdoor (VSTO) planning for Revelyst?

Vista Outdoor is committed to exploring all opportunities to maximize the value of Revelyst, including a potential sale. They are in active dialogue with interested parties to consider offers that may deliver greater value to stockholders.