Cash Consideration Delivered at Closing in
CSG Transaction Increased 24% or $3.10 per share from $12.90 to
$16.00 per share of Vista Outdoor Common Stock
Vista Outdoor Inc. (“Vista Outdoor” or the “Company”) (NYSE:
VSTO) today announced that, on May 27, 2024, it entered into an
amendment to the merger agreement with Czechoslovak Group a.s.
(“CSG”).
The amended agreement, among other things, increases the base
purchase price payable by CSG for the acquisition of The Kinetic
Group business (the “Transaction”) by $50 million from $1.91
billion to $1.96 billion and increases the cash consideration
payable to Vista Outdoor stockholders by $3.10 per share of Vista
Outdoor Common Stock from $12.90 to $16.00 in cash, a 24% increase.
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 light of the excess cash generated by Vista Outdoor in its
fourth quarter, Vista Outdoor has determined that Vista Outdoor
will return approximately $130 million of excess cash to its
stockholders as a part of the cash consideration in the
Transaction, in addition to the $50 million increase in the base
purchase price by CSG that will also be delivered to Vista Outdoor
stockholders. Following the closing of the Transaction, Revelyst
still intends to distribute any cash on hand in excess of $250
million to Revelyst stockholders in the form of a share buyback or
special dividend.
The Transaction is expected to close in calendar year 2024
subject to approval of Vista Outdoor’s stockholders, receipt of
clearance by the Committee on Foreign Investment in the United
States (“CFIUS”) and other customary closing conditions. Vista
Outdoor has been actively engaged with CFIUS and our team is
working with CFIUS to obtain its clearance. The Company remains
confident in its ability to receive CFIUS clearance for the
Transaction and that all other closing conditions will be
satisfied.
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.
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP
financial measures that are not calculated in accordance with
Generally Accepted Accounting Principles (“GAAP”). Adjusted EBITDA
is defined as net income before other income/(expense), interest,
taxes, and depreciation and amortization, excluding the
nonrecurring and non-cash items referenced above. We calculate
“Adjusted EBITDA margins” as Adjusted EBITDA divided by net sales.
Adjusted EBITDA and adjusted EBITDA margin should be considered in
addition to, and not as a substitute for, GAAP measures. Vista
Outdoor’s definitions may differ from those used by other
companies.
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: 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 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, 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 2023, in
Part II, Item 1A, Risk Factors, of our Quarterly Report on Form
10-Q for the third 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 proposed 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240527312749/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
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