Vista Outdoor Inc Stock Price, News & Analysis

Vista Outdoor Inc. (NYSE: VSTO) has announced a strategic review, exploring various alternatives for its business. The Board is considering: 1) Potential sale of Revelyst, with CSG exploring acquisition options. 2) Engaging with MNC Capital to explore a superior offer for the entire company. 3) Continued consideration of separating Revelyst and The Kinetic Group through a spin-off.

In light of these developments, Vista Outdoor has adjourned its special stockholders meeting to September 13, 2024. The Board remains committed to maximizing stockholder value and continues to recommend voting in favor of the CSG merger agreement. Morgan Stanley and Cravath, Swaine & Moore LLP are advising Vista Outdoor, while Moelis & Company and Gibson, Dunn & Crutcher LLP are advising the independent directors.

GAMCO Asset Management Inc., an affiliate of GAMCO Investors, Inc. (OTCQX: GAMI), has announced its intention to vote against the proposed acquisition of The Kinetic Group by the Czechoslovak Group (CSG) at Vista Outdoor Inc.'s (NYSE: VSTO) special meeting on July 30, 2024. GAMCO, which owns approximately 1.05% of Vista Outdoor's outstanding common stock, views MNC Capital's $42 per share all-cash offer as superior.

GAMCO's Proxy Voting Committee (PVC) cites concerns about execution risk in the planned turnaround of stand-alone Revelyst and the lack of CEO experience in leading a public company. The PVC also questions the valuation disconnect between investors and the board, potentially stemming from Vista's history of missing financial targets and overpaying for outdoor acquisitions.

Gates Capital Management, owning 9.6% of Vista Outdoor (NYSE: VSTO), believes the $42 all-cash offer from MNC Capital Partners is superior to the proposed sale of The Kinetic Group to Czechoslovak Group (CSG). Gates Capital opposes the CSG proposal, citing Vista's recent financial results as evidence that selling the entire company provides better shareholder value. The firm argues that MNC's offer values Revelyst at approximately 22x LTM EBITDA, which is attractive given Revelyst's declining performance. ISS has recommended shareholders vote AGAINST the CSG merger proposal. Gates Capital also criticizes Vista's stale record date and encourages shareholders to voice their opinions to the Board of Directors.

CSG reaffirms its commitment to completing the $2.15 billion acquisition of Vista Outdoor's The Kinetic Group. The fully financed bid, approved by U.S. regulators including CFIUS, offers Vista Outdoor shareholders certainty and superior value. Glass Lewis recommends shareholders vote 'FOR' the acquisition at the July 30, 2024 special meeting. CSG plans to invest in The Kinetic Group's growth and increase American jobs post-acquisition.

CSG CEO Michal Strnad states the acquisition is optimal for Vista Outdoor shareholders, employees, and the American economy. CSG, an experienced global industrial company, intends to fully integrate The Kinetic Group and enhance its operations. The transaction is expected to close in early August, pending shareholder approval.

Vista Outdoor (NYSE: VSTO) has issued a statement to clarify misconceptions regarding MNC Capital's claim about needing Vista's approval for a tender offer. Vista emphasizes that MNC is not subject to any restrictions from Vista that would require consent for an unsolicited tender offer. The company reiterates its rejection of MNC's proposal and strongly recommends the transaction with Czechoslovak Group a.s. (CSG), which it considers superior. Vista Outdoor states that the CSG transaction can close in early August, pending stockholder approval at the July 30 special meeting.

MNC Capital Partners, L.P. has reaffirmed its commitment to a $42 per share all-cash offer for Vista Outdoor Inc (NYSE: VSTO). The firm emphasized that it will not reduce the offer price and is willing to make a tender offer directly to Vista shareholders if approved by Vista. This move would allow shareholders to decide whether to accept the offer. MNC's Mark Gottfredson stated their commitment to the offer and willingness to proceed with a tender offer, pending Vista's agreement. While Vista's approval would be necessary for MNC to make a tender offer, Vista would not be required to recommend that shareholders tender their shares.

Vista Outdoor (NYSE: VSTO) announced an amendment to its merger agreement with Czechoslovak Group (CSG), increasing the base purchase price for The Kinetic Group to $2.15 billion. This results in a higher cash consideration of $24.00 per share for Vista Outdoor stockholders. The company reaffirmed its Fiscal Year 2025 outlook and reported preliminary Q1 FY2025 results.

Key points:

• CSG Transaction now valued at $2.15 billion, up $240 million from the original offer
• Cash consideration increased to $24.00 per share, nearly double the original $12.90
• Stockholders to receive $24.00 in cash and one share of Revelyst common stock per VSTO share
• Vista Outdoor reaffirms FY2025 guidance with sales expected between $2.665-$2.775 billion
• Revelyst plans to pursue a 12-month $50 million share repurchase program post-closing
• Special meeting of stockholders adjourned to July 30, 2024

Gates Capital Management, owning 9.6% of Vista Outdoor (NYSE: VSTO), has reiterated its opposition to the proposed sale of The Kinetic Group to Czechoslovak Group (CSG). In a letter to Vista's Board, Gates Capital expresses concerns that the transaction would have less value than the $42 all-cash offer from MNC Capital or a tax-free spin-off.

The investment firm urges Vista to:

• Release preliminary financial results for Q2 2024
• Set a new record date for shareholder voting
• Reconsider the proposed transaction
• Secure a higher price for The Kinetic Group, engage with MNC to sell the entire company, or revert to the original spin-off plan

Gates Capital Management, owning 9.6% of Vista Outdoor (NYSE: VSTO), opposes the proposed $2.1 billion sale of The Kinetic Group to CSG. They argue the price undervalues the asset, which generates over $400 million in annual free cash flow. Gates Capital criticizes the early retirement of $500 million in low-interest debt and the plan to keep $250 million cash at Revelyst post-sale.

The investor suggests three alternatives: 1) Secure a higher price for The Kinetic Group, 2) Engage with MNC Capital's $42 per share bid for the entire company, or 3) Revert to the original tax-free spin-off plan. Gates Capital emphasizes that these options would better serve shareholder interests than the current CSG proposal.