Vista Outdoor Inc. (“Vista Outdoor” or the “Company”) (NYSE:
VSTO) announced today that leading independent proxy advisory firm
Institutional Shareholder Services (“ISS”) recommends stockholders
vote “FOR” the proposed sale of Vista Outdoor’s The Kinetic Group
business to Czechoslovak Group a.s. (“CSG”). Vista Outdoor’s
special meeting of stockholders is scheduled to be held on June 14,
2024.
On May 27, 2024, Vista Outdoor entered into an amendment to the
merger agreement with CSG, which among other things, increases the
base purchase price payable by CSG for the acquisition of The
Kinetic Group business (the “Transaction”) to $1.96 billion and
increases the cash consideration payable to Vista Outdoor
stockholders to $16.00 in cash. Based on the amended merger
agreement with CSG, Vista Outdoor stockholders will receive at the
closing of the Transaction (a) one share of common stock of
Revelyst and (b) $16.00 in cash, in each case, per share of Vista
Outdoor common stock.
In reaching its conclusion, ISS stated in its report dated May
31, 20241:
- “Moreover, the board appears to have conducted a reasonable
strategic review that included outreach to 26 parties, the receipt
of five offers, and multiple increases to the offer price. The
process included a one-month adjournment to consider a sweetened
offer from a competing bidder, during which CSG improved the terms
of the merger agreement...”
- “The cash portion of consideration provides certainty of value
for [The Kinetic Group business], and the stock portion provides
VSTO shareholders the ability to participate in the potential
upside of the [Revelyst business]. In light of these factors,
support for this proposal is warranted.”
Vista Outdoor issued the following statement:
We are pleased that ISS recognizes the
significant value the CSG transaction will deliver to Vista Outdoor
stockholders, along with the comprehensive process the Board
undertook to reach this compelling transaction. We are confident
the pending transaction with CSG and the separation of Revelyst as
a standalone public company is the best path to drive greater value
for our stockholders. We look forward to working with CSG to
complete the transaction.
Vista Outdoor stockholders who need assistance completing the
proxy card, need additional copies of the proxy materials or have
questions regarding the upcoming meeting may contact the Company’s
proxy solicitor, Innisfree M&A Incorporated at +1 (877)
750-9499 (toll free) or +1 (212) 750-5833 (banks and brokers).
Advisors
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”,
“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 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, its
ability to maintain relationships with its customers, vendors,
service providers and others with whom it does business, or its
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 its 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.
1 Permission to use quotes was neither sought nor obtained.
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version on businesswire.com: https://www.businesswire.com/news/home/20240603886709/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)
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