In the latest chapter of a saga with more twists and turns than the election process in the U.S. this year, the Vista Outdoor Board of Directors has announced it will adjourn a special meeting of stockholders that was scheduled to be held virtually on July 23, 2024, to now take place July 30, 2024, at 9 a.m. CT to enable the company to engage with stockholders prior to the vote in light of recent developments.
This is the second delay in the special meeting of stockholders to consider the bids for its ammunition business, The Kinetic Group, as a standalone business or the acquisition of Vista Outdoor in its entirety, including its Revelyst outdoor products segment.
Following a week of back and forth from various shareholders voicing their intention to vote one way or the other and input from shareholder advisory firms, the company has now received a sweetened offer from the Czechoslovak Group a.s. (CSG) via an amended merger agreement that increases their last offer by $50 million to $2.15 billion.
In what appears to be an effort to entice stockholders to vote for the CSG transaction, the Vista Outdoor Board of Directors has determined that an additional ~$125 million of cash should be returned to Vista Outdoor’s stockholders as cash consideration in the CSG deal.
The company said this move follows a careful review of Revelyst’s capital allocation strategy, contemplated divestitures and the availability of the ABL facility, and the determination that capitalizing Revelyst with cash and cash equivalents of ~$125 million is sufficient to execute the Revelyst business plan.
In total, the increase in the base purchase price payable by CSG, combined with the additional cash being returned to stockholders by Vista Outdoor, increases the cash consideration payable to Vista Outdoor stockholders in the CSG Transaction by $3.00 per share to $24.00 in cash per share of Vista Outdoor common stock.
Based on the amended merger agreement with CSG, Vista Outdoor stockholders will receive $24.00 per share in cash and one share of Revelyst common stock, in each case, per share of Vista Outdoor common stock at the closing of the CSG Transaction.
Stockholders now have another week to consider the matter, and the market must endure another week of back-and-forth from investors and advisory forms.
Vista Outdoor said it is confident that the CSG Transaction maximizes value for its stockholders by providing for a $2.15 billion purchase price, representing a $240 million increase from the original $1.91 billion purchase price, and cash consideration of $24.00 per share of Vista Outdoor common stock, close to double the cash consideration per share from the original cash consideration of $12.90 per share of Vista Outdoor common stock, and a share of Revelyst stock.
Vista Outdoor said in release that it firmly believes this increased offer is superior to MNC Capital’s proposal of $42.00 per share as the CSG Transaction allows stockholders to lock in the $2.15 billion purchase price for The Kinetic Group and benefit from both the expected increase in multiple from the separation of Revelyst into a standalone company as well as participate in the significant EBITDA expansion through growth in the Revelyst business and $100 million of cost savings from the Gear Up program over the next three years.
“Rather than looking at MNC Capital’s proposal in isolation, we urge stockholders to take into account the significant increase in value since the CSG merger agreement was first signed in October 2023, which is comprised of (i) the meaningful increase in CSG’s purchase price of $240 million (~$4.05 per share) for The Kinetic Group, and (ii) Vista Outdoor’s additional cash generation of $190 million (~$3.20 per share) during this time that is directly being returned to stockholders as cash consideration in the CSG Transaction,” the company wrote in its latest statement released Monday morning, July 22.
“In summary, the CSG Transaction delivers $430 million (~$7.25 per share) in additional value to Vista Outdoor stockholders since CSG’s original offer and enables stockholders to receive 100 percent of the cash that the company has generated in the interim period plus retain the upside in Revelyst. Voting “FOR” the CSG Transaction allows stockholders to crystalize this value increase, as opposed to MNC Capital using Vista Outdoor’s own cash to finance its fixed price per share proposal,” the company noted.
“We are pleased that CSG has increased its purchase price for The Kinetic Group, underscoring their continued commitment to the transaction and the underlying value they see in our business,” said Michael Callahan, chairman os Vista Outdoor. “We are confident the transaction with CSG maximizes value for our stockholders and provides stockholders the opportunity to realize superior value in Revelyst when separated from The Kinetic Group. We urge stockholders to vote for the CSG Transaction, which delivers clear, compelling value and the ability to close in early August.”
Image courtesy Primus
