Vista Outdoor Inc. (“Vista Outdoor” or the “Company”) (NYSE:
VSTO) and Czechoslovak Group a.s. (“CSG”) today announced the
expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 in connection with CSG’s
proposed acquisition of Vista Outdoor’s Sporting Products
business.
The transaction, which is expected to close in calendar year
2024, remains subject to receipt of the remaining required
regulatory approvals (including approval from the Committee on
Foreign Investment in the United States), the approval of the
Company’s stockholders and other customary closing conditions.
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 Czechoslovak Group a.s.
Czechoslovak Group (CSG) is an international industrial
technology holding company building on the tradition of the Czech
and Slovak industry, owned by Michal Strnad. CSG supports the
development of Czech and Slovak companies engaged in defense and
civil industrial production and trade. More than 10,000 people are
employed by CSG companies and affiliates. In 2022, the holding’s
consolidated revenues reached 25 billion CZK. CSG operates across
five strategic business segments covering aerospace, ammunition,
defense, mobility and business projects. CSG’s products can be
found on all continents thanks to the holding company’s strong
pro-export orientation, and the number of its customers continues
to grow.
Forward-Looking Statements
Some of the statements made and information contained in these
materials, excluding historical information, are “forward-looking
statements,” including those that discuss, among other things: 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 II
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 Vista Outdoor’s
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 Vista Outdoor’s 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 Vista Outdoor’s 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 Transaction may not be completed in accordance
with our expected plans or anticipated timelines, or at all;
impacts from the COVID-19 pandemic on Vista Outdoor’s 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. 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 2023, in Part II, Item 1A, Risk Factors, of our
Quarterly Report on Form 10-Q for the second quarter of 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, a subsidiary of Vista Outdoor, intends to file 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
will include 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 VISTA
OUTDOOR’S PROXY STATEMENT/PROSPECTUS (IF AND WHEN AVAILABLE),
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTION AND THE PARTIES TO THE TRANSACTION. Investors and
stockholders will be able to obtain the proxy statement/prospectus
and any other documents (once available) 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 Vista
Outdoor’s 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 Vista Outdoor’s stockholders in
respect of the Transaction. Information about Vista Outdoor’s
directors and executive officers is set forth in Vista Outdoor’s
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 Vista Outdoor’s stockholders
generally, will also be included in the proxy statement/prospectus
relating to the Transaction, when it becomes available.
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version on businesswire.com: https://www.businesswire.com/news/home/20231212607237/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
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