Board of Directors Urges Stockholders to Vote “FOR” the
CSG Transaction at Special Meeting of Stockholders on November 25,
2024
Vista Outdoor Inc. (“Vista Outdoor” or the “Company”) (NYSE:
VSTO) announced that both leading independent proxy advisory firms
Institutional Shareholder Services (“ISS”) and Glass Lewis &
Co. (“Glass Lewis”) have updated their reports to recommend Vista
Outdoor stockholders vote “FOR” the transaction with Czechoslovak
Group a.s. (“CSG”) to acquire The Kinetic Group for $2.225 billion
(the “CSG Transaction”).
The CSG Transaction will deliver to Vista Outdoor stockholders
$25.75 in cash and one share of Revelyst common stock for each
share of Vista Outdoor common stock they hold. Following the
closing of the CSG Transaction, Revelyst will begin trading on the
New York Stock Exchange under the ticker “GEAR”. Subject to the
receipt of necessary regulatory approvals and satisfaction of other
customary closing conditions, funds managed by Strategic Value
Partners, LLC (“SVP”) will subsequently acquire Revelyst in an
all-cash transaction based on an enterprise value of $1.125 billion
(the “SVP Transaction”). The SVP Transaction is expected to close
by January 2025. Together, the CSG Transaction and the SVP
Transaction represent an enterprise value of $3.35 billion for
Vista Outdoor and will deliver an estimated $45 per share in cash
to Vista Outdoor stockholders.1
Vista Outdoor issued the following statement:
We are pleased that ISS and Glass Lewis
recognize the tremendous value we have unlocked for our
stockholders through our Board’s robust process. The CSG
Transaction delivers significant cash consideration to
stockholders, while providing an ideal home for our leading
ammunition brands. We are confident the CSG Transaction and SVP
Transaction together maximize stockholder value, and we look
forward to completing the CSG Transaction in the coming weeks.
ISS stated in its updated report dated November 4, 20242:
- “…the company now has an agreement in place to sell Revelyst to
SVP in an all-cash transaction, in which shareholders are expected
receive an estimated $19.25 per share. Although the deal with SVP
is subject to the completion of the CSG transaction and the receipt
of regulatory approvals, this agreement provides better value
certainty relative to the potential range of trading values if
Revelyst trades without a deal in place.”
- “This option is now available with an estimated combined $45.00
per share in cash, subject to completion of the agreed deals with
CSG and SVP. As such, shareholders are now recommended to vote for
the proposed transaction.”
Glass Lewis stated in its updated report dated November 12,
20242:
- “…we believe the current proposed merger likely represents the
best available alternative for shareholders to realize certainty of
value and immediate liquidity for their entire stake in the
Company.”
- “In our view, the Company's board undertook a reasonably
comprehensive strategic review and gave ample consideration to all
available third-party interest that had emerged throughout this
process. In deciding to pursue a full sale in lieu of the prior
transaction structure, the board appears to us to have earnestly
considered feedback from its shareholders, some of whom had
previously expressed (publicly and/or privately) their desire for
the Company to sell itself.”
__________________________
1 Based on management estimates, including
an assumption the SVP Transaction closes on December 31, 2024.
2 Permission to use quotes was neither
sought nor obtained.
The Vista Outdoor Board continues to urge Vista Outdoor
stockholders to vote “FOR” the CSG Transaction at the upcoming
special meeting of stockholders, which will be held at 9:00 am
(Central Time) on November 25, 2024.
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).
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 Revelyst and The
Kinetic Group businesses 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 “CSG
Transaction”) and risks related to the previously announced
transaction among Vista Outdoor, Revelyst, Olibre LLC and Cabin
Ridge, Inc. (the “SVP Transaction”) including (i) the failure to
receive, on a timely basis or otherwise, the required approval of
the CSG Transaction by our stockholders, (ii) the possibility that
any or all of the various conditions to the consummation of the CSG
Transaction or the SVP 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 CSG Transaction or the SVP Transaction,
including in circumstances which would require Vista Outdoor or
Revelyst, as applicable, to pay a termination fee, (v) the effect
of the announcement or pendency of the CSG Transaction or the SVP
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 CSG Transaction or the SVP Transaction
diverting management’s attention from our ongoing business
operations, (vii) that the CSG Transaction or the SVP Transaction
may not achieve some or all of any anticipated benefits with
respect to either business segment and that the CSG Transaction or
the SVP Transaction may not be completed in accordance with our
expected plans or anticipated timelines, or at all, and (viii) that
the consideration paid to Revelyst stockholders in connection with
the SVP Transaction cannot be determined until the consummation of
the SVP Transaction as it is subject to certain adjustments related
to the net cash of Revelyst as of the closing of the SVP
Transaction and the management team’s current estimate of the
consideration may be higher or lower than the actual consideration
paid to Revelyst stockholders in connection with the SVP
Transaction due to the actual cash flows prior to the closing of
the SVP Transaction or other factors; 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 conflict in
the Gaza strip, the COVID-19 pandemic or other 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 CSG 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 CSG Transaction. In connection with the CSG
Transaction, Revelyst, a subsidiary of Vista Outdoor, filed with
the SEC on January 16, 2024 a registration statement on Form S-4
(which was declared effective by the SEC on March 22, 2024 and was
subsequently amended by the post-effective amendment filed by
Revelyst on October 16, 2024 and declared effective by the SEC on
October 18, 2024) in connection with the proposed issuance of
shares of common stock of Revelyst to Vista Outdoor stockholders
pursuant to the CSG 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 THE PROXY STATEMENT/PROSPECTUS AND ANY
AMENDMENTS AND SUPPLEMENTS THERETO, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE CSG TRANSACTION, THE SVP TRANSACTION AND THE
PARTIES TO EACH TRANSACTION. 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 CSG 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
CSG 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 CSG 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 CSG
Transaction.
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version on businesswire.com: https://www.businesswire.com/news/home/20241114690407/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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