News

Vista Outdoor Inc. (NYSE: VSTO) has announced that its Board of Directors (the “Vista Outdoor Board”), following consultation with its financial and legal advisors, has rejected what it descibes as "the unsolicited proposal" received on November 22, 2023 from Colt CZ Group SE (“Colt CZ”) to combine Colt CZ and Vista Outdoor (the “Colt CZ Proposal”). The Vista Outdoor Board also issued a letter to Colt CZ which is reproduced below.

The Vista Outdoor Board continues to recommend the acquisition of the Sporting Products business by Czechoslovak Group a.s. (“CSG”) and remains committed to acting in the best interests of Vista Outdoor stockholders.

The acquisition of the Sporting Products business by CSG is expected to close in calendar year 2024, subject to approval of Vista Outdoor’s stockholders, receipt of necessary regulatory approvals and other customary closing conditions.

The full text of the letter to Colt CZ follows:

November 29, 2023

Mr. Jan Drahota

Colt CZ Group SE

CEO & Chairman of the Board of Directors

Mr. Drahota:

We refer to (i) the agreement and plan of merger dated as of October 15, 2023, between Vista Outdoor Inc. (“Vista”), Revelyst, Inc., CSG Elevate II Inc., CSG Elevate III Inc., and, solely for the purposes of the Guarantor Provisions as defined therein, CZECHOSLOVAK GROUP a.s. (the “CSG Merger Agreement”) and (ii) the letter from Colt CZ Group SE (“Colt CZ”) to the Board of Directors of Vista dated as of November 22, 2023, outlining a proposal pursuant to which Colt CZ and Vista would be combined (the “November 22 Proposal”).

Vista’s Board of Directors has reviewed the November 22 Proposal, including consultation with its financial advisors and outside legal counsel.

The Board of Directors has determined that the November 22 Proposal would not be more favorable to Vista stockholders from a financial point of view than the transactions contemplated by the CSG Merger Agreement and does not provide a basis for engagement with Colt CZ. The Board of Directors is therefore rejecting the November 22 Proposal.

This determination by the Board of Directors was based on a number of factors, including that:

- the purported value of $30 per Vista share in the November 22 Proposal significantly undervalues Vista;

- the November 22 Proposal does not provide adequate detail to determine whether the proposed transaction actually values Vista at $30 per share;

- the November 22 Proposal does not take into account the significant stockholder value that is expected to be created by the separation of the Outdoor Products and Sporting Products segments of Vista into two independent companies, each with its own dedicated strategic focus, enhanced ability to attract and retain top talent, tailored capital allocation philosophy, and set of competitive advantages;

- the November 22 Proposal does not provide adequate details relating to the debt and equity financing contemplated thereby and does not include any binding commitments with respect to such financing; and the November 22 Proposal does not provide adequate detail with respect to the proposed transaction, including, among other things, with respect to the proposed structure, transaction steps and contractual terms.

Regards,

Gary McArthur

Interim CEO

 

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.

About Vista Outdoor Inc.

Vista Outdoor (NYSE: VSTO) is the parent company of more than three dozen renowned brands that design, manufacture and market sporting and outdoor products. Brands include Bushnell, CamelBak, Bushnell Golf, Foresight Sports, Fox Racing, Bell Helmets, Camp Chef, Giro, Simms Fishing, QuietKat, Stone Glacier, Federal Ammunition, Remington Ammunition and more. Our reporting segments, Outdoor Products and Sporting Products, provide consumers with a wide range of performance-driven, high-quality and innovative outdoor and sporting products. 

W: www.vistaoutdoor.com.