Vista Outdoor announced today that it will adjourn its special meeting of stockholders originally scheduled for 9:00 am (Central Time) on July 2, 2024, to 9:00 am (Central Time) on July 23, 2024. This decision allows the company to engage further with stockholders ahead of the vote, considering recent developments.
Additionally, Vista Outdoor confirmed receipt of a revised unsolicited proposal from MNC Capital (“MNC”). The proposal suggests an acquisition of Vista Outdoor through an all-cash transaction at $42.00 per share (the “MNC Revised Indication”). Vista Outdoor’s Board of Directors intends to review this indication carefully in accordance with its fiduciary responsibilities and obligations under the existing merger agreement with Czechoslovak Group a.s. (“CSG”), with guidance from financial and legal advisors.
In response, the Board has sent a letter to MNC requesting specific information, including evidence of committed financing, necessary for evaluating the MNC Revised Indication by 9:00 am ET on July 1, 2024. Despite prior statements from MNC regarding secured financing, Vista Outdoor notes that no conclusive evidence has been provided to date.
The Board has not made a final determination regarding the MNC Revised Indication within the context of the current merger agreement with CSG, which remains valid. The Board continues to recommend that Vista Outdoor stockholders vote in favor of adopting the merger agreement with CSG at the upcoming special meeting, as all required regulatory approvals for the CSG transaction have been obtained.
For more details, the full text of the letter addressed to MNC is included below:
June 27, 2024
MNC Capital Attention: Mark Gottfredson
Mr. Gottfredson:
We refer to (i) the agreement and plan of merger dated as of October 15, 2023, between Vista Outdoor Inc. (“Vista”), Revelyst, Inc., CSG Elevate II Inc, CSG Elevate III Inc., and, solely for the purposes of the Guarantor Provisions as defined therein, CZECHOSLOVAK GROUP a.s. (as amended from time to time, the “CSG Merger Agreement”) and (ii) the letter from MNC Capital (“MNC”) to Vista’s Board of Directors dated as of June 26, 2024, expressing MNC’s interest in pursuing a transaction pursuant to which MNC would acquire Vista for $42.00 per Vista share (the “MNC Revised Indication”).
Each capitalized term used but not defined herein shall have the meaning assigned to such term in the CSG Merger Agreement.
As you are aware, Vista is subject to various restrictions under the CSG Merger Agreement with respect to Company Acquisition Proposals. This letter is being sent to MNC solely to clarify the terms and conditions of the MNC Revised Indication, pursuant to Section 6.09(b)(i) of the CSG Merger Agreement.
Yesterday, Vista requested that MNC provide (1) the identity of each of the sources of the proposed debt and equity financing for the MNC Revised Indication, (2) copies of the commitment letters with respect to the proposed debt and equity financing for such indication (together with all exhibits thereto and any related documents) and (3) a copy of the merger agreement MNC proposes to execute in connection with such indication. As at the date of this letter, MNC has yet to provide this information and documentation.
Vista Outdoor hereby reiterates its request that MNC provide such information and documentation and that MNC do so by no later than 9:00 am ET on July 1, 2024.
Regards, Michael Callahan Chairman of the Board of Directors of Vista Outdoor Inc.
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.
