Vista Outdoor Inc. has announced a significant increase in the cash consideration for the CSG transaction, which has been raised to $28 per share. This increase comes as a result of an amendment to the merger agreement with Czechoslovak Group a.s. (CSG) on September 12. As part of this agreement, CSG has agreed to purchase shares representing 7.5% of standalone Revelyst for $150 million, valuing Revelyst at $2.0 billion. This represents an increase in the cash consideration of $4 per share from the previous offer.
Following the closing of the CSG transaction, Revelyst plans to establish an initial $50 million share repurchase program, indicating a strategic move to further enhance shareholder value.
Vista Outdoor notes that its Gear Up transformation program is delivering value in line with prior guidance, with Revelyst continuing to gain market share in key categories and on track to double adjusted EBITDA sequentially for the quarter and for the full year.
The company also received a revised proposal from another party, MNC, to acquire Vista Outdoor for $43 in cash per share. However, Vista Outdoor believes that the revised CSG transaction represents a higher value for both the Kinetic Group and Revelyst compared to the MNC revised proposal.
The board of directors continues to engage with MNC, urging them to provide their best and final proposal as soon as possible. It's worth noting that Vista Outdoor's second-largest stockholder, Gates Capital Management Inc., has been revealed as an investor in MNC's proposal, which the board considers a conflict of interest. The board urges stockholders to make their own informed decision based on the valuation differential between the revised CSG transaction and the MNC revised proposal.
Vista Outdoor remains committed to maximizing value for all stockholders and continues to recommend that stockholders vote in favor of the proposal to adopt the merger agreement with CSG at the special meeting of stockholders on September 27, 2024.
In terms of financial advisers, Morgan Stanley & Co. LLC is acting as the sole financial adviser to Vista Outdoor, while Cravath, Swaine & Moore LLP is its legal adviser. Moelis & Company LLC is acting as the sole financial adviser to the independent directors of Vista Outdoor, and Gibson, Dunn & Crutcher LLP is acting as legal adviser to the independent directors.
Vista Outdoor Inc., listed on the NYSE under the ticker symbol VSTO, is the parent company of over three dozen renowned brands in the sporting and outdoor products space. These brands include Bushnell, Camelbak, Bell Helmets, Giro, Federal Ammunition, and Remington Ammunition, among others. Today the company's shares have moved -0.7% to a price of $39.88. Check out the company's full 8-K submission here.
