Vista Outdoor, Inc. confirmed on March 25 that it had received a revised unsolicited indication of interest from MNC Capital (MNC), in which the company expressed interest in acquiring Vista Outdoor in an all-cash transaction for $37.50 per share.
On March 4, 2024, Vista’s Board of Directors rejected an unsolicited indication of interest received on February 19, 2024 from MNC expressing interest in acquiring the company in an all-cash transaction for $35.00 per Vista Outdoor share. The Board reviewed and considered the initial MNC Indication in consultation with outside legal and financial counsel. After looking at the merits and risks, the Board determined that the MNC Indication would not be more favorable to Vista stockholders financially than the transactions contemplated by the CSG Merger Agreement, which was not “reasonably capable of being completed and did not constitute a basis for engagement with MNC.” Therefore, Vista’s Board rejected the MNC Indication.
Vista Outdoor’s Board still needs to determine the revised MNC Indication within the framework contemplated by the existing merger agreement with Czechoslovak Group a.s. (“CSG”), which remains in effect, nor has it changed its recommendation in support of the acquisition of its Sporting Products business by CSG.
Vista Outdoor’s Board of Directors reported it is “carefully reviewing the revised MNC Indication in accordance with its fiduciary duties and its obligations under the existing merger agreement with CSG in consultation with its financial and legal advisors,” and its Board of Directors “remains committed to acting in the best interests of Vista Outdoor stockholders.”
Vista Outdoor stockholders do not need to take any action at this time.
Morgan Stanley & Co. LLC is Vista Outdoor’s sole financial adviser. Cravath, Swaine & Moore LLP is its legal adviser. Moelis & Company LLC is the independent directors’ financial adviser. Gibson, Dunn & Crutcher LLP is its legal adviser.
Image courtesy Vista Outdoor/Simms
