Vista Outdoor rejects unsolicited indication of interest from MNC Capital

Vista Outdoor announced that its Board of Directors, following consultation with its financial and legal advisors, has rejected an unsolicited indication of interest received on February 19, 2024 from MNC Capital pursuant to which MNC expressed interest in acquiring Vista Outdoor in an all-cash transaction for $35.00 per Vista share. The Vista Outdoor Board also issued a letter to MNC which is reproduced below. The Vista Outdoor Board continues to recommend the acquisition of the Sporting Products business by Czechoslovak Group a.s. and remains committed to the strategy of standing up the Outdoor Products business as a standalone public company to drive the greatest value for our stockholders. The acquisition of the Sporting Products business by CSG is expected to close in calendar year 2024, subject to approval of Vista Outdoor’s stockholders, receipt of necessary regulatory approvals and other customary closing conditions. We have been actively engaged with the Committee on Foreign Investment in the United States and our team is working with CFIUS to obtain its clearance. As previously stated, we remain confident in our ability to receive all necessary regulatory approvals, including with respect to CFIUS, and to satisfy all closing conditions. Michael Callahan, Chairman of the Board of Directors, said “Following careful review with our experienced team of financial and legal advisors, the Board determined that the transaction contemplated by MNC Capital’s indication of interest significantly undervalues the Company and is not in the best interest of our stockholders. In particular, the indication of interest significantly undervalues the Revelyst business, which we expect to double standalone adjusted EBITDA in FY25 and achieve mid-teens adjusted EBITDA margin in the long term.1 The indication also lacks evidence of procured committed financing and is not reasonably capable of being completed. We take our fiduciary responsibilities seriously and are always open to opportunities that maximize stockholder value. We continue to firmly believe that our pending transaction with CSG and the separation of Revelyst as a standalone public company will drive significantly greater value for our stockholders. CSG is fully committed to Sporting Products’ iconic American brands and expanding our legacy of U.S. manufacturing, support for military and law enforcement customers, and investments in conservation and our hunting and shooting heritage. At the same time, Revelyst is poised to leverage meticulous craftsmanship and cross-collaboration across its portfolio of category-defining brands as a standalone public company. We are confident that this is the best path to unlock value for our stockholders.”