Vista Outdoor today announced that its board of directors rejected MNC Capital’s offer made last week of an all-cash transaction for $35 per Vista share.
Michael Callahan, chairman of Vista’s board of directors, said the board determined that MNC Capital’s offer “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,” Callahan said.
The offer reflected a more than 17% premium over Vista shares’ trading price when MNC submitted its indication of interest.
The deal would have kept Vista’s sporting goods and outdoor businesses under one ownership team instead of splitting the two as is the case under the current plans.
Financing for the deal would have included $1.5 billion in equity and $1.4 billion in debt financing.
Callahan added that the offer lacked evidence of committed financing and was “not reasonably capable of being completed. We take our fiduciary responsibilities seriously and are always open to opportunities that maximize stockholder value,” he said.
Vista Recommends Spin-Off Deal
The Vista Outdoor Board also issued a letter to MNC that said it is still recommending the acquisition of the Sporting Products business by Czechoslovak Group, and “remains committed to the strategy of standing up the Outdoor Products business, now known as Revelyst, 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.
The Vista board said it has been working with the Committee on Foreign Investment in the United States to obtain the necessary approval of the deal.
The board is confident of its ability to receive all necessary regulatory approvals, including with respect to CFIUS, and to satisfy all closing conditions.
Revelyst’s portfolio of brands includes Fox, Bell, Giro, CamelBak, Camp Chef, Bushnell, and Simms Fishing.
