ISS recommends Vista Outdoor shareholders vote for The Kinetic Group sale

Vista Outdoor announced that Institutional Shareholder Services recommends stockholders vote “FOR” the proposed sale of Vista Outdoor’s The Kinetic Group business to Czechoslovak Group. 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 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 one share of common stock of Revelyst and $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, 2024: “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.”