MNC Capital Urges Vista Outdoor to Engage on Fully Financed All-Cash $42 Per Share Proposal

MNC Has Absolutely No Intention of Increasing Its $42 Per Share Offer

MNC Questions Vista Outdoor’s Incomplete and Inaccurate Disclosures

DALLAS--(BUSINESS WIRE)-- MNC Capital, L.P. (“MNC”) announced today that it has sent a letter to Vista Outdoor Inc. (NYSE: VSTO) urging engagement on its fully financed $42 per share all-cash offer.

MNC’s letter included the following:

“It is unfortunate that Vista has not engaged with us for almost two months, has failed to make disclosures that shareholders need to make an informed decision, and has made untrue statements about our offer. In light of this, we feel compelled to write to you.​

It is very concerning that Vista never has disclosed to its shareholders the value at closing of the consideration they would receive in the CSG transaction. That value per share would equal $21 in cash plus the fully distributed trading value at closing of a share of Revelyst. The Vista shareholders need to know the likely value per share they would receive at closing in the CSG transaction. The receipt of Revelyst shares in the CSG transaction would be fully taxable.

Vista had to have asked its bankers what the likely trading value of Revelyst would be as of the closing of the CSG transaction – the Board could not have satisfied its fiduciary duties without getting that view from its bankers. What the Vista bankers told the Vista Board needs to be disclosed to shareholders.

​Your statements regarding how our financing sources have “shifted” are aimed at making shareholders think that is unusual or a negative. Since you have all of our financing commitments, you of course know that our funding sources changed to make our financing more favorable (just as CSG completely changed its financing sources earlier). MNC’s ability to obtain more favorable financing was a strong positive for its fully financed offer and helped us increase our purchase price to $42 per share.

MNC’s funding sources include a global investment bank with a balance sheet greater than $50 billion, a private equity fund with over $15 billion under management and a number of well-capitalized private and publicly-traded equity investors. These are well known and experienced sources of capital.

We continue to be confident that we can close the transaction in about 60 days after signing a merger agreement. Your advisors will confirm that a cash deal with no regulatory issues can close in that time frame. Yet Vista publicly asserted that a closing “would ​take several months”. We therefore urge the Board to perform and disclose analyses necessary for shareholders to make an informed decision and to reconsider its positions and engage with us to sign a merger agreement that we are confident your shareholders will approve. Both major independent shareholder advisory firms have spoken as to what they believe is best for shareholders. We are here and ready to engage constructively on the $42 deal the market supports.”

View source version on businesswire.com: https://www.businesswire.com/news/home/20240714689454/en/

Media:

Michael Landau / Lauren Odell, Gladstone Place Partners

(212) 230-5930

Source: MNC Capital, L.P.