Today, Vista Outdoor confirmed receipt of a proposal from a U.S.-based private investment firm, referred to as “an alternative party,” on June 7, 2024. This firm, previously involved in the 2023 sales process of The Kinetic Group, expressed interest in acquiring the group for $2,008,500,000 in cash, on a cash-free, debt-free basis. Vista Outdoor would assume the $47.75 million break fee payable to Czechoslovak Group a.s. (“CSG”) in the event of termination of the merger agreement with CSG and entry into a transaction with the alternative party. The alternative party has committed to supporting the purchase price and aims to finalize definitive agreements by June 14, 2024.
The Vista Outdoor Board of Directors considers this proposal as potentially leading to a superior proposal, meeting engagement standards under the CSG merger agreement. However, the company remains bound by the terms of the merger agreement with CSG and continues to recommend the acquisition of The Kinetic Group by CSG. Vista Outdoor anticipates receiving clearance from the Committee on Foreign Investment in the United States (“CFIUS”) for the proposed transaction with CSG and fulfilling other closing conditions.
Nevertheless, there’s no guarantee that the Vista Outdoor Board will determine the alternative party’s proposal as superior, or that terms of a transaction with them will align with the initial indication of interest or be finalized.
To allow engagement with the alternative party and clear communication with stockholders before the vote, the special meeting of stockholders scheduled for June 14, 2024, will be adjourned to July 2, 2024. Vista Outdoor emphasizes its commitment to maximizing shareholder value.
Additionally, Vista Outdoor rejected MNC Capital’s recent expression of interest on June 6, 2024, proposing an all-cash acquisition of Vista Outdoor for $39.50 per share.
Morgan Stanley & Co. LLC serves as sole financial adviser to Vista Outdoor, with Cravath, Swaine & Moore LLP as legal adviser. Moelis & Company LLC acts as sole financial adviser to Vista Outdoor’s independent directors, while Gibson, Dunn & Crutcher LLP serves as their legal adviser.
