Vista Outdoor Board Unanimously Recommends the
CSG Transaction as the Most Compelling for Stockholders, Providing
Superior Package Value
Vista Outdoor Board Unanimously Rejects MNC’s
Final Indication as Inadequate and Opportunistic, Particularly in
its Undervaluation of Revelyst
Vista Outdoor Inc. (“Vista Outdoor”) (NYSE: VSTO) today
announced that the Company entered into an amendment to the merger
agreement with the Czechoslovak Group a.s. (“CSG”), which increases
the purchase price payable by CSG for the acquisition of The
Kinetic Group business (the “CSG Transaction”) by $100 million to
$2.1 billion. The amendment also increases the cash consideration
payable to Vista Outdoor stockholders by $3.00 per share of Vista
Outdoor common stock to $21.00 in cash.
Vista Outdoor Board Unanimously
Recommends the CSG Transaction as the Most Compelling for
Stockholders
The Vista Outdoor Board of Directors (the “Board”) has been
steadfast and singularly focused on maximizing value for Vista
Outdoor’s stockholders. Vista Outdoor is fully committed to the CSG
Transaction and the Board unanimously reaffirms its recommendation
that its stockholders vote in favor of the CSG Transaction.
Key highlights of the CSG Transaction include:
- Maximizes Stockholder Value: CSG’s $2.1 billion purchase
price delivers $7-$16 per share more value to stockholders than
MNC’s Final Indication (as defined below).
- Stockholders Realize Separation Benefit and Own Upside in
Value at Revelyst: As a result of the CSG Transaction, Vista
Outdoor stockholders lock in the value of The Kinetic Group and
participate in the projected growth of Revelyst, while retaining
the ability to realize a potential change of control premium for
Revelyst in the future.
- Certainty and Timing to Close: Vista Outdoor and CSG
have received all regulatory approvals required under the merger
agreement and are prepared to close in July 2024, subject to
receipt of stockholder approval and satisfaction of other customary
closing conditions.
- Result of Competitive Sale Process: The CSG Transaction
is the result of a competitive and exhaustive, multi-stage process,
including outreach to 26 potential buyers.
- Fair Consideration for Stockholders: Vista Outdoor
stockholders will receive one share of Revelyst common stock and
$21.00 in cash, in each case, per share of Vista Outdoor common
stock at the closing of the CSG Transaction. The CSG Transaction
crystallizes significant value and mitigates future market risk for
The Kinetic Group today. Vista Outdoor’s financial advisors each
delivered an opinion as to the fairness, from a financial point of
view, of the consideration in the CSG Transaction to the
stockholders of Vista Outdoor’s common stock.
As a pure-play standalone outdoor company, there is significant
opportunity for Revelyst to realize superior value for stockholders
when separated from The Kinetic Group, with expanded strategic
opportunities and the strengthened ability to attract and retain
talent. Upon completion of the CSG transaction, Revelyst, as an
independent, publicly traded company, will be capitalized with
approximately $250 million in net cash, positioning Revelyst, under
its new management, to successfully execute its capital allocation
strategy. Vista Outdoor reaffirms its annual guidance to double
standalone Revelyst EBITDA in fiscal year 2025 with a clear path to
achieve more than $100 million in run-rate cost saving by fiscal
year 2027 and mid-teens EBITDA margins long-term.
The special meeting of Vista Outdoor stockholders to, among
other things, vote on a proposal to adopt the merger agreement with
CSG, is scheduled to be held virtually on July 23, 2024, at 9:00
a.m. Central Time.
Vista Outdoor Board Unanimously Rejects
MNC’s Final Indication as Inadequate and Opportunistic,
Particularly in its Undervaluation of Revelyst
Vista Outdoor engaged extensively with MNC Capital (“MNC”) since
MNC’s initial outreach in September 2022. During this time, Vista
Outdoor provided MNC access to approximately 4,900 documents,
answered over 1,050 data requests, held over 35 meetings or calls,
gave extensive access to the management team and supported multiple
site tours. Despite these efforts, MNC’s Final Indication
significantly undervalues Vista Outdoor as a whole and especially
the Revelyst business.
Following consultation with its financial and legal advisors,
the Board has unanimously rejected the unsolicited indication of
interest received from MNC on June 26, 2024 pursuant to which MNC
expressed its final effort to acquire Vista Outdoor in an all-cash
transaction for $42.00 per share (the “MNC Final Indication”). The
Board determined that the MNC Final Indication would not be more
favorable to Vista Outdoor stockholders from a financial point of
view than, and would not reasonably be expected to be superior to,
the transactions contemplated by the CSG Transaction. Given MNC’s
public statement that it “cannot see any possible basis or reason
to further raise [its proposal]”, the Board determined MNC’s Final
Indication does not meet the standard for engagement under the
merger agreement with CSG.
Key highlights regarding MNC’s Final Indication:
- Inferior Stockholder Value: MNC is using Vista Outdoor’s
own cash generation to fund its increased proposals. The value to
Vista Outdoor stockholders of the CSG Transaction has actually
improved over time relative to MNC by approximately $1.75 per
share.
- Fundamentally Undervalues Revelyst: MNC’s Final
Indication does not take into account the significant projected
EBITDA expansion at Revelyst under new management or the ability
for Vista Outdoor stockholders to realize a potential change of
control premium for Revelyst in the future.
- Multiple Months to Close: A transaction with MNC would
take multiple months to close. MNC has never completed a
transaction, its financing includes new debt and equity partners
relative to its prior offers and the MNC Final Indication remains
subject to additional due diligence.
- Opportunistic Proposal to Capture Revelyst Upside: The
Board is always open to opportunities to maximize stockholder value
and may consider pursuing a change of control transaction for
Revelyst at the appropriate time and at the appropriate valuation -
but the Board believes that the MNC Final Indication significantly
undervalues Revelyst and that MNC is seeking to capture, outside of
a sale process and at a significant discount, the value of Revelyst
which under the CSG Transaction would remain with Vista Outdoor
stockholders.
- Inadequate Consideration: Each of Vista Outdoor’s
financial advisors has delivered an opinion as to the inadequacy,
from a financial point of view, of the MNC Final Indication to the
holders of Vista Outdoor’s common stock.
The Board issued a letter to MNC which is reproduced below:
July 8, 2024
MNC Capital Attention: Mark Gottfredson
Mr. Gottfredson:
I am writing on behalf of Vista Outdoor Inc.
(“Vista”) in response to MNC Capital’s (“MNC”) letter dated June
26, 2024, expressing MNC’s interest in pursuing a transaction
pursuant to which MNC would acquire Vista in an all-cash
transaction for $42.00 per Vista share (the “MNC Final
Indication”). We also refer to the agreement and plan of merger
dated as of October 15, 2023, as amended on May 27, 2024, June 23,
2024 and July 7, 2024, between 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.
(the “CSG Merger Agreement”).
Vista’s Board of Directors (the “Board”) has
carefully reviewed the MNC Final Indication in consultation with
our financial advisors and outside legal counsel.
After a thorough evaluation of the merits and
risks of the MNC Final Indication, the Board has determined that
the MNC Final Indication would not be more favorable to Vista
stockholders from a financial point of view than, and would not
reasonably be expected to be superior to, the transactions
contemplated by the CSG Merger Agreement. The Board has therefore
rejected the MNC Final Indication.
The Board takes its fiduciary
responsibilities seriously and is deeply committed to maximizing
value for all of our stockholders. The Board is always receptive to
opportunities that will help us achieve that goal.
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 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; 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/20240708291236/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
Vista Outdoor (NYSE:VSTO)
過去 株価チャート
から 9 2024 まで 10 2024
Vista Outdoor (NYSE:VSTO)
過去 株価チャート
から 10 2023 まで 10 2024