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MNC Capital Increases Proposal to Acquire Vista Outdoor to $37.50 Per Share

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MNC Capital Partners, L.P. offers an all-cash proposal of $3 billion to acquire Vista Outdoor, Inc. at $37.50 per share, representing a 93% premium to Vista's standalone value. The proposal is not subject to CFIUS clearance or financing conditions, ensuring a smooth transaction.
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The proposal by MNC Capital Partners to acquire Vista Outdoor at a significant premium represents a substantial financial event for both entities and their stakeholders. The offer price of $37.50 per share is a notable uplift from Vista's recent trading levels, suggesting a strong belief in the underlying value of Vista's assets and operations. The all-cash nature of the deal indicates a readiness to complete the transaction without the uncertainties of financing conditions, which often serve as a hurdle in merger and acquisition activities.

From a valuation perspective, the 93% premium on Revelyst's standalone value underscores a strategic move by MNC to consolidate its position in the outdoor recreation market. The absence of a CFIUS review requirement expedites the process, as such reviews can introduce significant delays or even result in blocked transactions due to national security concerns when foreign investments are involved.

For shareholders, the premium offer could represent an attractive exit opportunity, especially if the stock was acquired at lower valuations. However, the market will need to assess whether the premium fully captures the future growth potential of Vista. Additionally, the transaction's impact on the broader market will depend on investor sentiment regarding consolidation trends in the industry and the financial health of the acquiring entity, MNC Capital Partners.

The acquisition proposal by MNC Capital Partners for Vista Outdoor comes at a time when the outdoor recreation industry is experiencing significant growth, driven by increased consumer interest in outdoor activities. The strategic implications of such a deal could lead to realignment within the sector, with potential benefits from economies of scale, broader distribution networks and enhanced brand portfolios.

Considering the market dynamics, the acquisition could provide MNC with a competitive edge, given Vista's established brands and market presence. However, the integration process post-acquisition will be critical in realizing the anticipated synergies. Market observers will be keenly watching the response of competitors, who may feel pressured to seek similar consolidation opportunities to maintain market share.

For the industry, this transaction could signal a wave of mergers and acquisitions as companies strive to adapt to changing consumer preferences and a potentially shifting regulatory landscape. The market will closely monitor the response from Vista's management and the reaction from other industry players to gauge the potential ripple effects of this proposal.

The explicit mention that the acquisition proposal is not subject to CFIUS review is a significant legal consideration, especially in a period where cross-border transactions are under increased scrutiny. Such a statement suggests that MNC Capital Partners has either determined that there are no foreign investment concerns with respect to their acquisition of Vista or that the transaction does not involve foreign investment that would trigger a CFIUS review.

For Vista's shareholders and employees, the absence of a CFIUS review could mean fewer regulatory hurdles and a smoother transaction process. However, it is important to remain cognizant of other regulatory requirements that may come into play, including antitrust laws and shareholder approval processes.

From a legal standpoint, the transaction's structure as an all-cash offer not subject to a financing condition also minimizes the risk of deal failure due to financing issues. This could provide a level of certainty to Vista's shareholders who might be evaluating the offer's merits. Nevertheless, it is essential to consider that while CFIUS is not a factor, other regulatory and legal challenges could still arise, potentially influencing the transaction timeline and outcome.

All-Cash $3 Billion Offer for the Company

Proposal Not Subject to Clearance from Committee on Foreign Investment in the United States (“CFIUS”)

Proposal Not Subject to Financing Condition

DALLAS--(BUSINESS WIRE)-- MNC Capital Partners, L.P. (“MNC”) today announced that it has submitted an increased all-cash proposal to acquire Vista Outdoor, Inc. (NYSE: VSTO) (“Vista” or the “Company”) for $37.50 per share, or approximately $3.0 billion. Vista’s shares were trading below $30.00 per share when MNC made its initial proposal on February 19, 2024. MNC's $37.50 per share proposal values Revelyst at $1.1 billion, a 93% premium to Vista's own $570 million implied Revelyst standalone value from its Investor Presentation dated February 1, 2024.

A transaction with MNC would not be subject to a financing contingency and would not be subject to CFIUS review. MNC has provided the details of its financing to Vista, as well as all other information that Vista requested in its March 4, 2024 letter.

MNC expects Vista to promptly engage and agree to MNC’s proposal, which is clearly in the best interest of Vista’s shareholders and employees. MNC is confident that Vista, including its current management and employees, will have a bright future as a private company, and it appreciates the complementary portfolio of brands and assets within The Kinetic Group and Revelyst. MNC Capital is deeply invested in the welfare of Vista's employees, their families, and the broader communities across the United States and beyond.

Media:

Michael Landau / Lauren Odell, Gladstone Place Partners

(212) 230-5930

Source: MNC Capital Partners, L.P.

FAQ

What is the offer price for Vista Outdoor, Inc. by MNC Capital Partners, L.P.?

MNC Capital Partners, L.P. has proposed to acquire Vista Outdoor, Inc. at $37.50 per share, totaling approximately $3.0 billion.

Is the proposal subject to CFIUS review?

No, the proposal by MNC Capital Partners, L.P. is not subject to clearance from the Committee on Foreign Investment in the United States (CFIUS).

What is the premium percentage offered by MNC Capital Partners, L.P. to Vista's standalone value?

MNC Capital Partners, L.P. is offering a 93% premium to Vista's own $570 million implied Revelyst standalone value.

Is the proposal subject to a financing contingency?

No, the proposal by MNC Capital Partners, L.P. is not subject to a financing condition, ensuring a smooth transaction.

What information has MNC provided to Vista regarding the proposal?

MNC has provided the details of its financing to Vista, along with all other information requested in Vista's March 4, 2024 letter.

Vista Outdoor Inc.

NYSE:VSTO

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Sporting and Athletic Goods Manufacturing
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About VSTO

vista outdoor inc. is a leading global designer, manufacturer and marketer of consumer products in the growing outdoor sports and recreation markets. vista employs over 6,000 employees worldwide and has diverse portfolio well-recognized brands that provide a range of performance-driven, high-quality and innovative products, including sporting ammunition and firearms, outdoor accessories, outdoor sports optics, golf rangefinders and performance eyewear. vision: our vision is to be a leading provider of quality products for the outdoor enthusiast, while delivering superior long-term returns to our shareholders, value for our customers and consumers, and rewarding careers for our employees. mission: our mission is to bring the world outside, leverage our capabilities and experience and instill passion into products that help the outdoor enthusiast achieve independence and success in the activity of their choice.