Urges Stockholders to Vote FOR the CSG
Transaction at September 27th Special Meeting to Maximize the Value
of The Kinetic Group
Vista Outdoor Inc. (“Vista Outdoor”, the “Company”) (NYSE: VSTO)
today issued the following statement from the Company’s Chairman of
the Board, Michael Callahan:
We are committed to continuing to explore
all opportunities to maximize the value of Revelyst, including a
potential sale. Since September 15th, we have been in active
dialogue with the private equity firm partnered with MNC Capital,
separate and apart from MNC, and are committed to considering any
offers from interested parties that may deliver greater value to
our stockholders. As the Board continues to work fastidiously to
maximize the value of Revelyst, it is imperative that Vista Outdoor
stockholders vote to approve the transaction with the Czechoslovak
Group a.s. (the “CSG Transaction") to capture the value of The
Kinetic Group.
Our Board unanimously believes the CSG
Transaction provides the most value for stockholders. The CSG
Transaction delivers significant cash consideration of $28 per
share and one share of Revelyst common stock for each share of
Vista Outdoor common stock, providing opportunity for stockholders
to participate in the upside of Revelyst and a potential change of
control premium. The CSG Transaction to acquire The Kinetic Group
for $2.15 billion is ~$250 million higher than the implied
valuation of MNC’s last proposal, and includes an investment in
Revelyst for $150 million, valuing Revelyst at $2.0 billion.
Time is running out – the CSG Transaction
can be terminated after October 15th. The Board unanimously
recommends all stockholders vote FOR the CSG Transaction to
immediately realize the value of The Kinetic Group, while
preserving the opportunity to participate in a potential change of
control premium for Revelyst. We will continue to do what we have
been doing throughout this entire process, which is maximizing
value for all stockholders and pursuing all paths to deliver
superior value.
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; risks related to the review of
strategic alternatives announced on July 30, 2024 (“Review”),
including (i) the terms, structure, benefits and costs of any
transaction that may result from the Review, (ii) the timing of any
such transaction that may result from the Review and whether any
such transaction will be consummated at all, (iii) the effect of
the announcement of the Review 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, (iv) risks related to the Review diverting
management’s attention from our ongoing business operations, (v)
the costs or expenses resulting from the Review, (vi) any
litigation relating to the Review and (vii) the Review may not
achieve some or all of any anticipated benefits of the Review;
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; our association with the firearms
industry; 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 conflict in the Gaza strip, the COVID-19 pandemic or
another 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 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 on
January 16, 2024 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 2024
Annual Meeting of Stockholders, which was filed with the SEC on
July 24, 2024, 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/20240918396550/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
Grafico Azioni Vista Outdoor (NYSE:VSTO)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni Vista Outdoor (NYSE:VSTO)
Storico
Da Nov 2023 a Nov 2024
