Vista Outdoor Inc. (NYSE: VSTO) today announced that it has
received an unsolicited proposal from Colt CZ Group SE (“Colt CZ”)
pursuant to which Colt CZ and Vista Outdoor would be combined in a
cash and stock transaction that Colt CZ states would attribute a
value of $30 to each share of Vista Outdoor common stock (the “Colt
CZ Proposal”).
As previously announced, on October 15, 2023, Vista Outdoor
entered into an agreement and plan of merger pursuant to which
Vista Outdoor has agreed to sell its Sporting Products business to
Czechoslovak Group a.s. (“CSG”) for an enterprise value of $1.91
billion in an all-cash transaction subject to customary closing
conditions.
Vista Outdoor’s Board of Directors has not made any
determination with respect to the Colt CZ Proposal within the
framework contemplated by the existing merger agreement with 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 will carefully review the
Colt CZ Proposal, in accordance with its fiduciary duties and its
obligations under the existing merger agreement with CSG, in
consultation with its financial and legal advisors. Vista Outdoor’s
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 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. For news and information, visit our
website at www.vistaoutdoor.com.
Forward-Looking Statements
Some of the statements made and information contained in these
materials, excluding historical information, are “forward-looking
statements,” including those that discuss, among other things: 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., CSG Elevate II Inc., CSG Elevate III Inc.
and CZECHOSLOVAK GROUP a.s. (the “Transaction”), including (i) the
failure to receive, on a timely basis or otherwise, the required
approval of the Transaction by Vista Outdoor’s 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 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 Vista
Outdoor’s ability to attract, motivate or retain key executives and
employees, its ability to maintain relationships with its
customers, vendors, service providers and others with whom it does
business, or its operating results and business generally, (vi)
risks related to the Transaction diverting management’s attention
from Vista Outdoor’s 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 Transaction may
not be completed in accordance with our expected plans or
anticipated timelines, or at all; impacts from the COVID-19
pandemic on Vista Outdoor’s 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. 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 second quarter of fiscal year
2024, and in the filings we make with 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 proposed 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, intends to file 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
will include 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 VISTA
OUTDOOR’S PROXY STATEMENT/PROSPECTUS (IF AND WHEN AVAILABLE),
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTION AND THE PARTIES TO THE TRANSACTION. Investors and
stockholders will be able to obtain the proxy statement/prospectus
and any other documents (once available) free of charge through the
SEC’s website at www.sec.gov. Copies of the documents filed with
the SEC by Vista Outdoor will be available free of charge on Vista
Outdoor’s website at www.vistaoutdoor.com.
Participants in Solicitation
Vista Outdoor, Revelyst, CSG Elevate II Inc., CSG Elevate III
Inc. and CZECHOSLOVAK GROUP a.s. 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 Vista Outdoor’s stockholders in
respect of the Transaction. Information about Vista Outdoor’s
directors and executive officers is set forth in Vista Outdoor’s
proxy statement on Schedule 14A for its 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 Vista Outdoor’s stockholders
generally, will also be included in the proxy statement/prospectus
relating to the Transaction, when it becomes available.
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version on businesswire.com: https://www.businesswire.com/news/home/20231122605074/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
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