Vista Outdoor’s board of directors again unanimously recommended shareholders vote in favor of a deal with Czechoslovak Group (CSG) and rejected a competing final offer from MNC Capital, according to documents filed with the SEC.
The board however is still in talks with a private equity firm that previously partnered with MNC Capital that is now separately interested in potentially acquiring Revelyst, the company’s outdoor portfolio.
“While no agreement has been reached, the board will continue its discussions with the private equity firm,” reads the document. “An agreement could be reached in conjunction with or independent of the CSG transaction.”
It’s the second time the board has recommended a deal with CSG to acquire The Kinetic Group, its ammunition arm. Following criticism by shareholders earlier this summer, Vista negotiated higher offers from both MNC Capital and CSG. CSG’s offer now includes an increased cash consideration to shareholders of $28 per share and acquiring a 7.5% stake in Revelyst.
“The board is confident that the CSG transaction, which crystallizes value for the Kinetic Group that is ~$250 million higher than the value implied in MNC’s last proposal and enables stockholders to retain the ability to realize a potential change of control premium for Revelyst (including if an agreement is reached with the private equity firm), is the optimal path to deliver the highest value to Vista Outdoor stockholders,” reads the document.
The board rejected MNC’s offer of $43 per share to buy Vista Outdoor outright.
Shareholders are being urged to vote in favor of the CSG transaction, which can be terminated after Oct. 15, at a meeting scheduled for Sept. 27.
Upon completion of the strategic review, Vista Outdoor execs will receive incentive bonuses of between $500,000 and $1.2 million.