CSG Transaction Expected to Close on November 27, 2024
SVP Transaction to Acquire Revelyst on Track to Close by January
2025
Vista Outdoor Inc. (“Vista Outdoor”, the “Company”) (NYSE: VSTO)
today announced that its stockholders voted to approve the sale of
The Kinetic Group to Czechoslovak Group a.s. (“CSG”) (the “CSG
Transaction”) at its special meeting of stockholders held earlier
today.
Vista Outdoor and CSG have received all regulatory approvals
required under the merger agreement for the CSG Transaction and
intend to close the CSG Transaction on November 27, 2024. Under the
terms of the CSG Transaction, Vista Outdoor stockholders will
receive $25.75 in cash and one share of Revelyst common stock for
each share of Vista Outdoor common stock they hold.
“We are thrilled to have received overwhelming support from our
stockholders for the compelling transaction with CSG,” said Michael
Callahan, Chairman of the Vista Outdoor Board of Directors. “The
CSG transaction maximizes value for our stockholders, while also
providing an ideal home for our leading ammunition brands and
significant opportunities for our employees.”
Based on the vote count from the special meeting of
stockholders, approximately 97.89% of votes cast were in favor of
the CSG Transaction, representing approximately 82.57% of all
outstanding shares. The final voting results will be reported in a
Form 8-K filed with the U.S. Securities and Exchange
Commission.
Following the closing of the CSG Transaction, Revelyst will
begin trading on the New York Stock Exchange under the ticker
“GEAR”. Subject to the receipt of necessary regulatory approvals
and satisfaction of other customary closing conditions, funds
managed by Strategic Value Partners, LLC (“SVP”) will subsequently
acquire Revelyst in an all-cash transaction based on an enterprise
value of $1.125 billion (the “SVP Transaction”), subject to a net
cash adjustment. At the closing of the SVP Transaction, Revelyst
stockholders will receive an estimated $19.25 in cash per share of
Revelyst common stock1. The SVP Transaction is on track to close by
January 2025. No separate approval of the SVP Transaction by Vista
Outdoor stockholders is required.
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 this
press release, excluding historical information, are
“forward-looking statements,” including those that discuss, among
other things: Vista Outdoor Inc.’s (“Vista Outdoor”, “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., CSG Elevate II Inc., CSG Elevate III Inc.
and CZECHOSLOVAK GROUP a.s. (the “CSG Transaction”) and risks
related to the previously announced transaction among Vista
Outdoor, Revelyst, Olibre LLC and Cabin Ridge, Inc. (the “SVP
Transaction”) including (i) the possibility that any or all of the
various conditions to the consummation of the CSG Transaction or
the SVP 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), (ii) the possibility that
competing offers or acquisition proposals may be made, (iii) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement relating to
the CSG Transaction or the SVP Transaction, including in
circumstances which would require Vista Outdoor or Revelyst, as
applicable, to pay a termination fee, (iv) the effect of the
announcement or pendency of the CSG Transaction or the SVP
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,
(v) risks related to the CSG Transaction or the SVP Transaction
diverting management’s attention from our ongoing business
operations, (vi) that the CSG Transaction or the SVP Transaction
may not achieve some or all of any anticipated benefits with
respect to either business segment and that the CSG Transaction or
the SVP Transaction may not be completed in accordance with our
expected plans or anticipated timelines, or at all, and (vii) that
the consideration paid to Revelyst stockholders in connection with
the SVP Transaction cannot be determined until the consummation of
the SVP Transaction as it is subject to certain adjustments related
to the net cash of Revelyst as of the closing of the SVP
Transaction and the management team’s current estimate of the
consideration may be higher or lower than the actual consideration
paid to Revelyst stockholders in connection with the SVP
Transaction due to the actual cash flows prior to the closing of
the SVP Transaction or other factors; 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; our association with the firearms
industry, 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; our debt covenants may limit our ability to complete
acquisitions, incur debt, make investments, sell assets, merge or
complete other significant transactions; 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 conflict in the Gaza
strip, the COVID-19 pandemic or another 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 2024,
and in the filings we make with the SEC from time to time. We
undertake no obligation to update any forward-looking statements,
except as otherwise required by law.
1 Based on management estimates, including an assumption the SVP
Transaction closes on December 31, 2024.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241125635762/en/
Investor: Tyler Lindwall Phone: 612-704-0147 Email:
investor.relations@vistaoutdoor.com
Media: Eric Smith Phone: 720-772-0877 Email:
media.relations@vistaoutdoor.com
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