Will Adjourn Special Meeting of Stockholders to
June 14, 2024
Company remains confident in receiving CFIUS
clearance for Czechoslovak Group Transaction
Vista Outdoor Inc. (“Vista Outdoor” or the “Company”) (NYSE:
VSTO) today confirmed it is engaging in discussions with MNC
Capital (“MNC”) related to its March 25, 2024 unsolicited
indication of interest pursuant to which MNC expressed interest in
acquiring Vista Outdoor in an all-cash transaction for $37.50 per
Vista share. The Company advised MNC it expects MNC to deliver an
improved economic proposal following the Company providing MNC with
access to certain diligence information as permitted in accordance
with the terms of the existing merger agreement with Czechoslovak
Group a.s. (“CSG”).
Michael Callahan, Chairman of the Vista Outdoor Board of
Directors, said, “The Vista Outdoor Board does not consider MNC’s
revised proposal to be superior to the transaction with CSG and
continues to believe MNC’s proposed offer price undervalues the
Revelyst business. That said, the Board has determined MNC’s
revised proposal meets the standard under the merger agreement with
CSG permitting engagement with MNC. Accordingly, the Board has
authorized Vista management to provide MNC with non-public
information so MNC can increase its offer price. The Board remains
committed to acting in the best interest of Vista Outdoor and its
stockholders.”
Given these ongoing discussions, the Company will adjourn the
special meeting of its stockholders with respect to the CSG
transaction, originally scheduled to be held at 9:00 am (Central
Time) on May 16, 2024, to 9:00 am (Central Time) June 14, 2024. The
record date of April 1, 2024 remains unchanged.
Vista Outdoor notes there can be no assurance the discussions
with MNC will result in either an increased offer price or any
transaction with MNC.
Vista Outdoor remains bound by the terms of the merger agreement
with CSG and the Vista Outdoor Board of Directors continues to
recommend Vista stockholders vote in favor of the proposal to adopt
the existing merger agreement with CSG.
Vista Outdoor continues to be confident that it will receive
clearance from the Committee on Foreign Investment in the United
States (“CFIUS”) with respect to the proposed transaction with CSG
and that all other closing conditions will be satisfied.
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 (Revelyst) and Sporting Products (The Kinetic
Group), provide consumers with a wide range of performance-driven,
high-quality and innovative outdoor and sporting products. For news
and information, visit our website at www.vistaoutdoor.com.
About Revelyst
Revelyst, a segment of Vista Outdoor Inc. (NYSE: VSTO), is a
collective of world-class maker brands that design and manufacture
performance gear and precision technologies. Our category-defining
brands leverage meticulous craftsmanship and cross-collaboration to
pursue new innovations that redefine what is humanly possible in
the outdoors. Portfolio brands include Foresight Sports, Bushnell
Golf, Fox, Bell, Giro, CamelBak, Bushnell, Simms Fishing and more.
For more information, visit our website at www.revelyst.com.
Forward-Looking Statements
Some of the statements made and information contained in this
press release, excluding historical information, are
“forward-looking statements,” including those that discuss, among
other things: Vista Outdoor’s (“we”, “us” or “our”) plans,
objectives, expectations, intentions, strategies, goals, outlook or
other non-historical matters; projections with respect to future
revenues, income, earnings per share or other financial measures
for Vista Outdoor; and the assumptions that underlie these matters.
The words “believe,” “expect,” “anticipate,” “intend,” “aim,”
“should” and similar expressions are intended to identify such
forward-looking statements. To the extent that any such information
is forward-looking, it is intended to fit within the safe harbor
for forward-looking information provided by the Private Securities
Litigation Reform Act of 1995.
Numerous risks, uncertainties and other factors could cause our
actual results to differ materially from the expectations described
in such forward-looking statements, including the following: risks
related to the previously announced transaction among Vista
Outdoor, Revelyst, Inc. (“Revelyst”), CSG Elevate II Inc., CSG
Elevate III Inc. and CSG, (the “Transaction”), including (i) the
failure to receive, on a timely basis or otherwise, the required
approval of the Transaction by our stockholders, (ii) the
possibility that any or all of the various conditions to the
consummation of the Transaction may not be satisfied or waived,
including the failure to receive any required regulatory approvals
from any applicable governmental entities (or any conditions,
limitations or restrictions placed on such approvals), (iii) the
possibility that competing offers, increased offers or acquisition
proposals may be made, (iv) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
merger agreement relating to the Transaction, including in
circumstances which would require Vista Outdoor to pay a
termination fee, (v) the effect of the announcement or pendency of
the Transaction on our ability to attract, motivate or retain key
executives and employees, our ability to maintain relationships
with our customers, vendors, service providers and others with whom
we do business, or our operating results and business generally,
(vi) risks related to the Transaction diverting management’s
attention from our ongoing business operations and (vii) that the
Transaction may not achieve some or all of any anticipated benefits
with respect to either business segment and that the Transaction
may not be completed in accordance with our expected plans or
anticipated timelines, or at all; impacts from the COVID-19
pandemic on our operations, the operations of our customers and
suppliers and general economic conditions; supplier capacity
constraints, production or shipping disruptions or quality or price
issues affecting our operating costs; the supply, availability and
costs of raw materials and components; increases in commodity,
energy, and production costs; seasonality and weather conditions;
our ability to complete acquisitions, realize expected benefits
from acquisitions and integrate acquired businesses; reductions in
or unexpected changes in or our inability to accurately forecast
demand for ammunition, accessories, or other outdoor sports and
recreation products; disruption in the service or significant
increase in the cost of our primary delivery and shipping services
for our products and components or a significant disruption at
shipping ports; risks associated with diversification into new
international and commercial markets, including regulatory
compliance; our ability to take advantage of growth opportunities
in international and commercial markets; our ability to obtain and
maintain licenses to third-party technology; our ability to attract
and retain key personnel; disruptions caused by catastrophic
events; risks associated with our sales to significant retail
customers, including unexpected cancellations, delays, and other
changes to purchase orders; our competitive environment; our
ability to adapt our products to changes in technology, the
marketplace and customer preferences, including our ability to
respond to shifting preferences of the end consumer from brick and
mortar retail to online retail; our ability to maintain and enhance
brand recognition and reputation; others’ use of social media to
disseminate negative commentary about us, our products, and
boycotts; the outcome of contingencies, including with respect to
litigation and other proceedings relating to intellectual property,
product liability, warranty liability, personal injury, and
environmental remediation; our ability to comply with extensive
federal, state and international laws, rules and regulations;
changes in laws, rules and regulations relating to our business,
such as federal and state ammunition regulations; risks associated
with cybersecurity and other industrial and physical security
threats; interest rate risk; changes in the current tariff
structures; changes in tax rules or pronouncements; capital market
volatility and the availability of financing; foreign currency
exchange rates and fluctuations in those rates; general economic
and business conditions in the United States and our markets
outside the United States, including as a result of the war in
Ukraine and the imposition of sanctions on Russia, the COVID-19
pandemic, conditions affecting employment levels, consumer
confidence and spending, conditions in the retail environment, and
other economic conditions affecting demand for our products and the
financial health of our customers.
You are cautioned not to place undue reliance on any
forward-looking statements we make, which are based only on
information currently available to us and speak only as of the date
hereof. A more detailed description of risk factors that may affect
our operating results can be found in Part 1, Item 1A, Risk
Factors, of our Annual Report on Form 10-K for fiscal year 2023, in
Part II, Item 1A, Risk Factors, of our Quarterly Report on Form
10-Q for the third quarter of fiscal year 2024, and in the filings
we make with the Securities and Exchange Commission (the “SEC”)
from time to time. We undertake no obligation to update any
forward-looking statements, except as otherwise required by
law.
No Offer or Solicitation
This communication is neither an offer to sell, nor a
solicitation of an offer to buy any securities, the solicitation of
any vote, consent or approval in any jurisdiction pursuant to or in
connection with the Transaction or otherwise, nor shall there be
any sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended, and otherwise
in accordance with applicable law.
Additional Information and Where to Find It
These materials may be deemed to be solicitation material in
respect of the Transaction. In connection with the Transaction,
Revelyst, a subsidiary of Vista Outdoor, filed with the SEC a
registration statement on Form S-4 in connection with the proposed
issuance of shares of common stock of Revelyst to Vista Outdoor
stockholders pursuant to the Transaction, which Form S-4 includes a
proxy statement of Vista Outdoor that also constitutes a prospectus
of Revelyst (the “proxy statement/prospectus”). INVESTORS AND
STOCKHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH
THE SEC, INCLUDING OUR PROXY STATEMENT/PROSPECTUS, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES
TO THE TRANSACTION. The registration statement was declared
effective by the SEC on March 22, 2024, and we have mailed the
definitive proxy statement/prospectus to each of our stockholders
entitled to vote at the meeting relating to the approval of the
Transaction. Investors and stockholders may obtain the proxy
statement/prospectus and any other documents free of charge through
the SEC’s website at www.sec.gov. Copies of the documents filed
with the SEC by Vista Outdoor are available free of charge on our
website at www.vistaoutdoor.com.
Participants in Solicitation
Vista Outdoor, Revelyst, CSG Elevate II Inc., CSG Elevate III
Inc. and CSG and their respective directors, executive officers and
certain other members of management and employees, under SEC rules,
may be deemed to be “participants” in the solicitation of proxies
from our stockholders in respect of the Transaction. Information
about our directors and executive officers is set forth in our
proxy statement on Schedule 14A for our 2023 Annual Meeting of
Stockholders, which was filed with the SEC on June 12, 2023, and
subsequent statements of changes in beneficial ownership on file
with the SEC. These documents are available free of charge through
the SEC’s website at www.sec.gov. Additional information regarding
the interests of potential participants in the solicitation of
proxies in connection with the Transaction, which may, in some
cases, be different than those of our stockholders generally, is
also included in the proxy statement/prospectus relating to the
Transaction.
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version on businesswire.com: https://www.businesswire.com/news/home/20240421078838/en/
Investor Contact: Tyler Lindwall Phone: 612-704-0147
Email: investor.relations@vistaoutdoor.com
Media Contact: Eric Smith Phone: 720-772-0877 Email:
media.relations@vistaoutdoor.com
Vista Outdoor (NYSE:VSTO)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
Vista Outdoor (NYSE:VSTO)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024