Vista Outdoor Sets The Record Straight
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.
Vista Outdoor (NYSE: VSTO) ha rilasciato una dichiarazione per chiarire i malintesi riguardo alla richiesta di MNC Capital relativa alla necessità di approvazione da parte di Vista per un'offerta pubblica di acquisto. Vista sottolinea che MNC non è soggetta a restrizioni da parte di Vista che richiederebbero il consenso per un'offerta non richiesta. L'azienda ribadisce il suo rifiuto della proposta di MNC e raccomanda vivamente la transazione con Czechoslovak Group a.s. (CSG), che considera superiore. Vista Outdoor afferma che la transazione con CSG può essere conclusa all'inizio di agosto, previa approvazione degli azionisti nell'assemblea speciale del 30 luglio.
Vista Outdoor (NYSE: VSTO) ha emitido un comunicado para aclarar los malentendidos sobre la afirmación de MNC Capital respecto a la necesidad de la aprobación de Vista para una oferta pública de adquisición. Vista enfatiza que MNC no está sujeta a ninguna restricción por parte de Vista que requiera el consentimiento para una oferta no solicitada. La compañía reitera su rechazo a la propuesta de MNC y recomienda encarecidamente la transacción con Czechoslovak Group a.s. (CSG), que considera superior. Vista Outdoor declara que la transacción con CSG puede cerrarse a principios de agosto, a la espera de la aprobación de los accionistas en la reunión especial del 30 de julio.
Vista Outdoor (NYSE: VSTO)는 MNC Capital의 비정상적인 입찰 제안에 대한 승인 필요성에 대한 오해를 해소하기 위해 성명을 발표했습니다. Vista는 MNC는 Vista의 승인 없이도 제안할 수 있는 제한을 받지 않는다고 강조했습니다. 이 회사는 MNC의 제안을 반대하며 Czechoslovak Group a.s. (CSG)와의 거래를 권장합니다. Vista Outdoor는 CSG 거래는 8월 초에 완료될 수 있다고 밝혔으며, 7월 30일의 특별 회의에서 주주 승인을 기다리고 있습니다.
Vista Outdoor (NYSE: VSTO) a publié un communiqué pour clarifier les idées reçues concernant la revendication de MNC Capital sur la nécessité d'une approbation de Vista pour une offre publique d'achat. Vista souligne que MNC n'est soumis à aucune restriction de Vista qui nécessiterait un consentement pour une offre non sollicitée. L'entreprise réitère son refus de la proposition de MNC et recommande fortement la transaction avec Czechoslovak Group a.s. (CSG), qu'elle considère comme supérieure. Vista Outdoor déclare que la transaction avec CSG peut être finalisée début août, sous réserve de l'approbation des actionnaires lors de la réunion spéciale du 30 juillet.
Vista Outdoor (NYSE: VSTO) hat eine Erklärung herausgegeben, um Missverständnisse bezüglich der Behauptung von MNC Capital zu klären, dass eine Genehmigung von Vista für ein Angebotsangebot erforderlich sei. Vista betont, dass MNC keiner Beschränkung durch Vista unterliegt, die eine Zustimmung zu einem unaufgeforderten Angebot erfordern würde. Das Unternehmen bekräftigt seine Ablehnung des Angebots von MNC und empfiehlt dringend die Transaktion mit Czechoslovak Group a.s. (CSG), die es als überlegen erachtet. Vista Outdoor erklärt, dass die Transaktion mit CSG Anfang August abgeschlossen werden kann, vorbehaltlich der Genehmigung der Aktionäre in der außerordentlichen Versammlung am 30. Juli.
- Vista Outdoor clarifies its position, potentially reducing investor uncertainty
- The company reaffirms its commitment to the CSG transaction, indicating confidence in the deal
- A clear timeline for the CSG transaction closure is provided, suggesting progress in the deal
- Presence of competing proposals may create uncertainty for investors
- Rejection of MNC Capital's proposal might disappoint some shareholders
MNC Capital (“MNC”) misled investors today by claiming that it needs Vista Outdoor’s approval in order to make a tender offer. We want to set the record straight -- MNC is not subject to any restrictions from Vista Outdoor that would require Vista Outdoor to consent to MNC making an unsolicited tender offer.
For the avoidance of doubt, the Vista Outdoor Board has already rejected MNC’s proposal. Vista Outdoor does not support MNC’s proposal and firmly believes that the transaction with Czechoslovak Group a.s. (“CSG”) is superior. Vista Outdoor continues to strongly recommend the CSG transaction, which can close in early August after receipt of Vista Outdoor stockholder approval at the July 30 special meeting.
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, Revelyst Outdoor Performance, Revelyst Adventure Sports, Revelyst Precision Sports Technology (combined “Revelyst”) and 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.
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., 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 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 timeliness, 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
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 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, Inc., 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, Inc. 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, Inc. (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 will be available free of charge on our website at www.vistaoutdoor.com.
Participants in Solicitation
Vista Outdoor, Revelyst, Inc., 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/20240722476341/en/
Investor Contact:
Tyler Lindwall
Phone: 612-704-0147
E-mail: investor.relations@vistaoutdoor.com
Media Contact:
Eric Smith
Phone: 720-772-0877
E-mail: media.relations@vistaoutdoor.com
Source: Vista Outdoor Inc.
FAQ
What is Vista Outdoor's (VSTO) stance on MNC Capital's tender offer claim?
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When is the Vista Outdoor (VSTO) special stockholder meeting for the CSG transaction?
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