Vista Outdoor's Board Endorses CSG Deal Over MNC's Offer

Vista Outdoor Decisions Highlight Board's Commitment to Stockholder Value

Vista Outdoor Inc. (“Vista Outdoor”, the “Company”) (NYSE: VSTO) has made significant strides in ensuring that its stockholders are prioritized and valued. The Board of Directors has unanimously decided to recommend that stockholders approve the transaction with Czechoslovak Group a.s. (“CSG”). This deal not only includes acquiring The Kinetic Group but also signifies an investment in Revelyst.

Understanding the CSG Transaction

The proposed acquisition by CSG comes with a stunning valuation of $2.15 billion for The Kinetic Group, exceeding MNC Capital’s last proposal by approximately $250 million. Additionally, CSG plans to acquire shares representing 7.5% of Revelyst for $150 million, therefore, valuing the company at an impressive $2.0 billion. With this transaction, stockholders of Vista Outdoor will benefit by receiving $28 in cash per share, plus one share of Revelyst common stock for every share they hold in Vista Outdoor.

Negotiations Underway with Potential Investors

The Board is also engaged in discussions with the Private Equity Firm that has shown interest in Revelyst, independent of MNC Capital's offer. Although no formal agreement has been established, the active communication indicates a willingness to explore every avenue that could potentially enhance stockholder value.

Revelyst’s Growth Dynamics

Revelyst is undergoing transformation through its GEAR Up program, with expectations to double its Adjusted EBITDA sequentially and achieve substantial cost savings. The company is poised to enhance its market share through innovative product launches while aiming for a notable increase in profitability.

Rejecting the Undervalued MNC Proposal

Despite MNC's considerable efforts to engage with Vista Outdoor, including providing access to extensive documentation, the Board ultimately determined that MNC's offer of $43 per share did not meet the financial interests of its stockholders as effectively as the CSG transaction. MNC’s proposal was deemed to undervalue the company, particularly in terms of its promising standalone value post-transaction.

Key Benefits of Voting for the CSG Transaction

Vista Outdoor strongly encourages its stockholders to vote in favor of the CSG transaction. By doing so, stockholders will secure significant immediate cash and maintain the opportunity to grow alongside Revelyst. The points below summarize the invaluable benefits of this strategic move:

• Stockholders to receive $28 in cash per share;
• Estimated increase in value for The Kinetic Group of around $250 million compared to MNC’s last proposal;
• Expected closing of the transaction in October, contingent on stockholder approval;
• Opportunity for stockholders to benefit from Revelyst's future upside potential.

Importance of the Upcoming Vote

The imminent stockholder meeting is set for September 27, and it stands critical that shareholders arrive prepared to make a choice that reflects their financial wellbeing. Voting in favor of the CSG transaction guarantees access to secured value and strategic growth.

About Vista Outdoor Inc.

Vista Outdoor (NYSE: VSTO) is renowned for being the parent company of numerous esteemed brands that specialize in manufacturing high-quality sporting and outdoor products. Through its diverse range of products, Vista Outdoor serves consumers with performance-driven offerings that enhance their outdoor experiences and sporting activities.

Frequently Asked Questions

What does the CSG transaction involve for Vista Outdoor stockholders?

The CSG transaction involves acquiring The Kinetic Group for $2.15 billion and investing in Revelyst, with stockholders set to receive $28 in cash and shares in Revelyst.

Why did the Board reject MNC Capital’s proposal?

The proposal from MNC Capital was deemed undervalued compared to the CSG transaction, which offers better financial benefits for stockholders.

When is the vote on the CSG transaction taking place?

The vote is scheduled for September 27, where stockholders will decide on the approval of the CSG transaction.

What is Revelyst’s GEAR Up program?

Revelyst’s GEAR Up program aims to double Adjusted EBITDA and achieve cost savings while also increasing market share through innovative products.

How does the CSG transaction protect stockholder interests?

The transaction provides immediate cash and offers ongoing growth potential through involvement with Revelyst, securing long-term stockholder value.

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