Vista Outdoor Inc. has confirmed it is re-engaging in discussions with MNC Capital related to its March 25, 2024 unsolicited indication of interest pursuant to which MNC expressed interest in acquiring Vista Outdoor in an all-cash transaction for $37.50 per Vista share, or approximately $3.0 billion.
Vista has reportedly advised MNC it expects MNC to deliver an improved economic proposal following the company providing MNC with access to certain diligence information as permitted in accordance with the terms of the existing merger agreement with Czechoslovak Group a.s. (CSG) and Vista’s ammo business under its Sporting Products division.
Michael Callahan, chairman of the Vista Outdoor Board of Directors, said, “The Vista Outdoor Board does not consider MNC’s revised proposal to be superior to the transaction with CSG and continues to believe MNC’s proposed offer price undervalues the Revelyst business. That said, the Board has determined MNC’s revised proposal meets the standard under the merger agreement with CSG permitting engagement with MNC. Accordingly, the Board has authorized Vista management to provide MNC with non-public information so MNC can increase its offer price. The Board remains committed to acting in the best interest of Vista Outdoor and its stockholders.”
The Revelyst business is the new name Vista is using for its Outdoor Products segment, which includes the Fox, Bell, Giro, CamelBak, Camp Chef, Bushnell, Simms Fishing, Foresight Sports and Bushnell Golf brands.
In its initial overture (see below), MNC raised doubts that the Outdoor Products business could survive on its own without the cash flows from the ammo business.
Given these ongoing discussions, the company will adjourn the special meeting of its stockholders with respect to the CSG transaction, originally scheduled to be held at 9:00 am (Central Time) on May 16, 2024, to 9:00 am (Central Time) June 14, 2024. The record date of April 1, 2024 remains unchanged.
Vista Outdoor notes there can be no assurance the discussions with MNC will result in either an increased offer price or any transaction with MNC.
Vista Outdoor said it remains bound by the terms of the merger agreement with CSG and the Vista Outdoor Board of Directors continues to recommend Vista stockholders vote in favor of the proposal to adopt the existing merger agreement with CSG.
Vista Outdoor continues to be confident that it will receive clearance from the Committee on Foreign Investment in the United States (CFIUS) with respect to the proposed transaction with CSG and that all other closing conditions will be satisfied. However, given that the deal has raised more than a few eyebrows in the U.S. Congress from those that see an issue with selling an American ammunition manufacturer to a foreign entity, it sounds like Vista may see it as more prudent to keep all options open.
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.
Image courtesy Vista Outdoor
See below for more of the history of the Vista / MNC Interest conversations:
EXEC: CSG Taps JP Morgan Financing for the Vista Outdoor Ammo Deal
EXEC: Vista Outdoor Re-Files CFIUS Notice to Extend Review Period for Ammo Business Sale
Vista Outdoor Confirms Receipt of Revised Indication of Interest from MNC Capital
EXEC: MNC Capital Partners Ups Ante in Vista Outdoor Takeover Bid
EXEC: Vista Outdoor Board Rejects MNC Capital Acquisition Overture
EXEC: Vista Outdoor Fields $2.9 Bn Offer to Acquire Company in All-Cash Deal
