Vista Outdoor Inc. (“Vista Outdoor” or the “Company”) (NYSE: VSTO) announced that both leading independent proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) have updated their reports to recommend Vista Outdoor stockholders vote “FOR” the transaction with Czechoslovak Group a.s. (“CSG”) to acquire The Kinetic Group for $2.225 billion (the “CSG Transaction”).
The CSG Transaction will deliver to Vista Outdoor stockholders $25.75 in cash and one share of Revelyst common stock for each share of Vista Outdoor common stock they hold. Following the closing of the CSG Transaction, Revelyst will begin trading on the New York Stock Exchange under the ticker “GEAR”. Subject to the receipt of necessary regulatory approvals and satisfaction of other customary closing conditions, funds managed by Strategic Value Partners, LLC (“SVP”) will subsequently acquire Revelyst in an all-cash transaction based on an enterprise value of $1.125 billion (the “SVP Transaction”). The SVP Transaction is expected to close by January 2025. Together, the CSG Transaction and the SVP Transaction represent an enterprise value of $3.35 billion for Vista Outdoor and will deliver an estimated $45 per share in cash to Vista Outdoor stockholders. 1
Vista Outdoor issued the following statement:
We are pleased that ISS and Glass Lewis recognize the tremendous value we have unlocked for our stockholders through our Board’s robust process. The CSG Transaction delivers significant cash consideration to stockholders, while providing an ideal home for our leading ammunition brands. We are confident the CSG Transaction and SVP Transaction together maximize stockholder value, and we look forward to completing the CSG Transaction in the coming weeks.
ISS stated in its updated report dated November 4, 20242:
- “…the company now has an agreement in place to sell Revelyst to SVP in an all-cash transaction, in which shareholders are expected receive an estimated $19.25 per share. Although the deal with SVP is subject to the completion of the CSG transaction and the receipt of regulatory approvals, this agreement provides better value certainty relative to the potential range of trading values if Revelyst trades without a deal in place.”
- “This option is now available with an estimated combined $45.00 per share in cash, subject to completion of the agreed deals with CSG and SVP. As such, shareholders are now recommended to vote for the proposed transaction.”
Glass Lewis stated in its updated report dated November 12, 2024 2 :
- “…we believe the current proposed merger likely represents the best available alternative for shareholders to realize certainty of value and immediate liquidity for their entire stake in the Company.”
- “In our view, the Company’s board undertook a reasonably comprehensive strategic review and gave ample consideration to all available third-party interest that had emerged throughout this process. In deciding to pursue a full sale in lieu of the prior transaction structure, the board appears to us to have earnestly considered feedback from its shareholders, some of whom had previously expressed (publicly and/or privately) their desire for the Company to sell itself.”
1 Based on management estimates, including an assumption the SVP Transaction closes on December 31, 2024.
2 Permission to use quotes was neither sought nor obtained.
The Vista Outdoor Board continues to urge Vista Outdoor stockholders to vote “FOR” the CSG Transaction at the upcoming special meeting of stockholders, which will be held at 9:00 am (Central Time) on November 25, 2024.
Vista Outdoor stockholders who need assistance completing the proxy card, need additional copies of the proxy materials or have questions regarding the upcoming meeting may contact the Company’s proxy solicitor, Innisfree M&A Incorporated at +1 (877) 750-9499 (toll free) or +1 (212) 750-5833 (banks and brokers).
Morgan Stanley & Co. LLC is acting as sole financial adviser to Vista Outdoor and Cravath, Swaine & Moore LLP is acting as legal adviser to Vista Outdoor. Moelis & Company LLC is acting as sole financial adviser to the independent directors of Vista Outdoor and Gibson, Dunn & Crutcher LLP is acting as legal adviser to the independent directors of Vista Outdoor.
About Vista Outdoor Inc.
Vista Outdoor (NYSE: VSTO) is the parent company of more than three dozen renowned brands that design, manufacture and market sporting and outdoor products. Brands include Bushnell, CamelBak, Bushnell Golf, Foresight Sports, Fox Racing, Bell Helmets, Camp Chef, Giro, Simms Fishing, QuietKat, Stone Glacier, Federal Ammunition, Remington Ammunition and more. Our Revelyst and The Kinetic Group businesses provide consumers with a wide range of performance-driven, high-quality and innovative outdoor and sporting products. For news and information, visit our website at www.VistaOutdoor.com .
