Confirms Receipt of Revised Indication of
Interest from MNC Capital
Vista Outdoor Inc. (“Vista Outdoor”, the “Company”, “we”, “us”
or “our”) (NYSE: VSTO) today announced that it will adjourn the
special meeting of stockholders scheduled to be held at 9:00 am
(Central Time) on July 2, 2024, to 9:00 am (Central Time) on July
23, 2024 to enable the Company to engage with stockholders prior to
the vote in light of recent developments.
Vista Outdoor also today confirmed that it has received a
revised unsolicited indication of interest from MNC Capital (“MNC”)
pursuant to which MNC expresses its interest in acquiring Vista
Outdoor in an all-cash transaction for $42.00 per share (the “MNC
Revised Indication”).
Vista Outdoor’s Board of Directors (the “Board”) remains
committed to acting in the best interests of Vista Outdoor
stockholders. The Board will carefully review the MNC Revised
Indication, in accordance with its fiduciary duties and its
obligations under the existing merger agreement with Czechoslovak
Group a.s. (“CSG”), in consultation with its financial and legal
advisors.
The Board has issued a letter to MNC, which is reproduced below,
requesting that MNC provide certain information (including evidence
of committed financing) required in order for the Board to assess
the MNC Revised Indication by no later than 9:00am ET on July 1,
2024. Vista Outdoor notes that, despite MNC's public statements
that it has secured financing and Vista Outdoor’s prior requests
for evidence of such financing, MNC has never delivered to Vista
Outdoor evidence of committed financing that is ready to be
executed.
Vista Outdoor’s Board has not made any determination with
respect to the MNC Revised Indication (including the offer price)
within the framework contemplated by the existing merger agreement
with CSG, which remains in effect.
The Board continues to recommend Vista Outdoor stockholders vote
in favor of the proposal to adopt the merger agreement with CSG at
the Vista Outdoor special meeting of stockholders. Vista Outdoor
has received all regulatory approvals required under the merger
agreement with CSG for the closing of the CSG transaction.
The full text of the letter to MNC follows:
June 27, 2024
MNC Capital Attention: Mark Gottfredson
Mr. Gottfredson:
We refer to (i) the agreement and plan of merger dated as of
October 15, 2023, between Vista Outdoor Inc. (“Vista”), Revelyst,
Inc., CSG Elevate II Inc, CSG Elevate III Inc., and, solely for the
purposes of the Guarantor Provisions as defined therein,
CZECHOSLOVAK GROUP a.s. (as amended from time to time, the “CSG
Merger Agreement”) and (ii) the letter from MNC Capital (“MNC”) to
Vista’s Board of Directors dated as of June 26, 2024, expressing
MNC’s interest in pursuing a transaction pursuant to which MNC
would acquire Vista for $42.00 per Vista share (the “MNC Revised
Indication”).
Each capitalized term used but not defined herein shall have the
meaning assigned to such term in the CSG Merger Agreement.
As you are aware, Vista is subject to various restrictions under
the CSG Merger Agreement with respect to Company Acquisition
Proposals. This letter is being sent to MNC solely to clarify the
terms and conditions of the MNC Revised Indication, pursuant to
Section 6.09(b)(i) of the CSG Merger Agreement.
Yesterday, Vista requested that MNC provide (1) the identity of
each of the sources of the proposed debt and equity financing for
the MNC Revised Indication, (2) copies of the commitment letters
with respect to the proposed debt and equity financing for such
indication (together with all exhibits thereto and any related
documents) and (3) a copy of the merger agreement MNC proposes to
execute in connection with such indication. As at the date of this
letter, MNC has yet to provide this information and
documentation.
Vista Outdoor hereby reiterates its request that MNC provide
such information and documentation and that MNC do so by no later
than 9:00am ET on July 1, 2024.
Regards, Michael Callahan Chairman of the Board of Directors of
Vista Outdoor Inc.
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 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; 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 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 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 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/20240626381931/en/
Investor: Tyler Lindwall Phone: 612-704-0147 Email:
investor.relations@vistaoutdoor.com Media: Eric Smith Phone:
720-772-0877 Email: media.relations@vistaoutdoor.com
Vista Outdoor (NYSE:VSTO)
過去 株価チャート
から 5 2024 まで 7 2024
Vista Outdoor (NYSE:VSTO)
過去 株価チャート
から 7 2023 まで 7 2024
