MNC Capital Partners, L.P. continues to move the deal to acquire Vista Outdoor in its entirety, reporting that, as requested by Vista Outdoor, Inc., it has delivered a Merger Agreement it is prepared to sign for its $42 per share all cash proposal, as well as commitment letters with respect to the proposed debt and equity financing for such proposal – the total for such commitments is the approximately $3.2 billion needed to finance the transaction.
MNC wrote to Vista: “Given our firm position on not raising the $42 per share price in our proposal, it is clear that Vista Outdoor would not have requested that we provide the Merger Agreement and Financing Commitments unless it was prepared to accept that price. We look forward to expeditiously signing a definitive merger agreement at $42 per share in cash.”
MNC Capital increased its all-cash offer to outright acquire Vista to $42 per share, or about $3.2 billion, on June 26. The enhanced offer follows Vista’s news that it received government clearance for the proposed sale of its ammunition business, The Kinetic Group, to Prague-based Czechoslovak Group a.s. (CSG).
In a statement, MNC said it believes that its acquisition of Vista is in the best interests of shareholders, employees and national security, and hence, decided to “make one final effort for such acquisition” by increasing its June 6 proposal from $39.50 per share all cash to $42.00 per share all cash. “MNC said that it cannot see any possible basis or reason to further raise it.”
On June 10, Vista rejected MNC’s $37.50-a-share offer, which had been upgraded from a previous offer, calling it unfavorable to the CSG spinoff plan.
In its statement on June 26, MNC said its latest bid represented a premium of 55 percent to the VWAP (volume-weighted average price) from when Vista’s transaction with CSG was announced on October 16, 2023, to the last closing price before MNC’s initial offer on February 19, 2024. The revised offer also has an over 40 percent premium compared to the last closing price before MNC’s initial offer.
The company’s Revelyst Outdoor Sports segment operates three segments: Adventure Sports (Fox Racing, Bell Helmets, Giro Sport Design, CamelBak, QuietKat Electric Bikes, and Blackburn); Outdoor Performance (Simms Fishing Products, Bushnell, Blackhawk, Stone Glacier, Camp Chef, and Primos) and Precision Sports and Technology (Foresight Sports, Bushnell Golf and Pinseeker). Sales in the segment slid 2.2 percent to $1.3 billion in the fiscal 2024 year, with organic sales dropping 10.7 percent, driven by lower volume, increased discounting, and unfavorable mix in the Adventure Sports and Outdoor Performance segments.
The Kinetic Group ammunition segment includes the Federal, Remington, CCI, Hevi-Shot, and Speer ammunition brands. Sales tumbled 17.4 percent in in fiscal 2024 to $1.5 billion.
Full fiscal year consolidated sales slumped 10.8 percent to $2.7 billion and organic sales were $2.6 billion in the 12-month period ended March 31, down 14.5 percent year-over-year. Adjusted EBITDA declined 27.8 percent to $442 million, with the margin decreasing 378 basis points to 16.1 percent.
Image courtesy Camelbak
