Vista Outdoor advises MNC capital to increase offer price

Vista Outdoor confirmed it is engaging in discussions with MNC Capital related to its March 25 unsolicited indication of interest pursuant to which MNC expressed interest in acquiring Vista Outdoor in an all-cash transaction for $37.50 per Vista share. The company advised MNC it expects MNC to deliver an improved economic proposal following the company providing MNC with access to certain diligence information as permitted in accordance with the terms of the existing merger agreement with Czechoslovak Group, or CSG. Michael Callahan, chairman of the Vista Outdoor board of directors, said, “The Vista Outdoor Board does not consider MNC’s revised proposal to be superior to the transaction with CSG and continues to believe MNC’s proposed offer price undervalues the Revelyst business. That said, the Board has determined MNC’s revised proposal meets the standard under the merger agreement with CSG permitting engagement with MNC. Accordingly, the Board has authorized Vista management to provide MNC with non-public information so MNC can increase its offer price. The Board remains committed to acting in the best interest of Vista Outdoor and its stockholders.” Given these ongoing discussions, the company will adjourn the special meeting of its stockholders with respect to the CSG transaction, originally scheduled to be held at 9:00 am on May 16 to June 14. The record date of April 1 remains unchanged. Vista Outdoor notes there can be no assurance the discussions with MNC will result in either an increased offer price or any transaction with MNC. Vista Outdoor remains bound by the terms of the merger agreement with CSG and the Vista Outdoor board of directors continues to recommend Vista stockholders vote in favor of the proposal to adopt the existing merger agreement with CSG. Vista Outdoor continues to be confident that it will receive clearance from the Committee on Foreign Investment in the United States, or CFIUS, with respect to the proposed transaction with CSG and that all other closing conditions will be satisfied.