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Vista Outdoor Announces Completion of CSG Transaction

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Vista Outdoor (NYSE: VSTO) has completed the sale of The Kinetic Group to Czechoslovak Group (CSG), following stockholder approval. Under the agreement, Vista Outdoor stockholders will receive $25.75 in cash and one share of Revelyst common stock for each VSTO share. Revelyst will begin trading on the NYSE under ticker 'GEAR'. Additionally, Strategic Value Partners (SVP) is set to acquire Revelyst in an all-cash transaction valued at $1.125 billion, expected to close by January 2025. Following the SVP transaction completion, Revelyst will cease trading on the NYSE.

Vista Outdoor (NYSE: VSTO) ha completato la vendita di The Kinetic Group al Czechoslovak Group (CSG), dopo l'approvazione degli azionisti. In base all'accordo, gli azionisti di Vista Outdoor riceveranno 25,75 dollari in contanti e un'azione comune di Revelyst per ogni azione VSTO. Revelyst inizierà a essere scambiata sul NYSE con il ticker 'GEAR'. Inoltre, Strategic Value Partners (SVP) è in procinto di acquisire Revelyst in una transazione completamente in contanti del valore di 1,125 miliardi di dollari, che dovrebbe concludersi entro gennaio 2025. Dopo il completamento della transazione SVP, Revelyst cesserà di essere quotata sul NYSE.

Vista Outdoor (NYSE: VSTO) ha completado la venta de The Kinetic Group al Czechoslovak Group (CSG), tras la aprobación de los accionistas. Según el acuerdo, los accionistas de Vista Outdoor recibirán $25.75 en efectivo y una acción ordinaria de Revelyst por cada acción de VSTO. Revelyst comenzará a cotizar en la NYSE bajo el símbolo 'GEAR'. Además, Strategic Value Partners (SVP) está listo para adquirir Revelyst en una transacción totalmente en efectivo valorada en $1.125 mil millones, que se espera cierre para enero de 2025. Tras la finalización de la transacción de SVP, Revelyst dejará de cotizar en la NYSE.

비스타 아웃도어(Vista Outdoor, NYSE: VSTO)는 주주 승인을 받은 후 체코슬로바키아 그룹(Czechoslovak Group, CSG)에 더 키네틱 그룹(The Kinetic Group)의 판매를 완료했습니다. 계약에 따라 비스타 아웃도어의 주주들은 $25.75의 현금과 Revelyst 보통주 1주를 VSTO 주식 1주당 받게 됩니다. Revelyst는 NYSE에서 'GEAR'라는 티커로 거래를 시작할 것입니다. 또한 전략적 가치 파트너스(Strategic Value Partners, SVP)는 11억 2천5백만 달러 가치의 전액 현금 거래로 Revelyst를 인수할 예정이며, 2025년 1월까지 종료될 것으로 예상됩니다. SVP 거래 완료 후, Revelyst는 NYSE에서 거래를 중단할 것입니다.

Vista Outdoor (NYSE: VSTO) a finalisé la vente de The Kinetic Group au Czechoslovak Group (CSG), suite à l'approbation des actionnaires. Selon l'accord, les actionnaires de Vista Outdoor recevront 25,75 $ en espèces et une action ordinaire de Revelyst pour chaque action VSTO. Revelyst commencera à être négocié sur le NYSE sous le ticker 'GEAR'. De plus, Strategic Value Partners (SVP) doit acquérir Revelyst dans le cadre d'une transaction entièrement en espèces d'une valeur de 1,125 milliard de dollars, qui devrait être finalisée d'ici janvier 2025. Après la conclusion de la transaction SVP, Revelyst cessera d'être négocié sur le NYSE.

Vista Outdoor (NYSE: VSTO) hat den Verkauf von The Kinetic Group an die Czechoslovak Group (CSG) nach der Genehmigung der Aktionäre abgeschlossen. Nach dem Vertrag erhalten die Aktionäre von Vista Outdoor 25,75 USD in bar und eine Aktie der Revelyst-Stammaktie für jede VSTO-Aktie. Revelyst wird an der NYSE unter dem Ticker 'GEAR' gehandelt. Darüber hinaus steht Strategic Value Partners (SVP) kurz davor, Revelyst in einer vollständig bar bezahlten Transaktion im Wert von 1,125 Milliarden USD zu erwerben, die bis Januar 2025 abgeschlossen sein soll. Nach Abschluss der SVP-Transaktion wird Revelyst den Handel an der NYSE einstellen.

Positive
  • Stockholders to receive $25.75 cash plus one Revelyst share per VSTO share
  • SVP acquisition of Revelyst valued at $1.125 billion enterprise value
  • Transaction received overwhelming stockholder approval
Negative
  • Revelyst will cease trading on NYSE after SVP transaction closes
  • SVP transaction completion subject to regulatory approvals and conditions

Insights

The completion of Vista Outdoor's sale of The Kinetic Group to CSG represents a significant corporate restructuring with substantial financial implications. Shareholders will receive $25.75 in cash plus one share of Revelyst stock per VSTO share. The subsequent SVP acquisition of Revelyst, valued at $1.125 billion, creates a clear path to monetization.

This two-step transaction maximizes shareholder value through strategic separation of the ammunition business (The Kinetic Group) and outdoor recreation segment (Revelyst). The cash component provides immediate liquidity, while the Revelyst shares offer exposure to the SVP buyout. The deal structure effectively unlocks value by placing each business unit under ownership better suited to their respective market positions and growth strategies.

The transaction strategically positions both business segments for growth in their respective markets. CSG's expertise in ammunition manufacturing and NATO supply chain relationships will strengthen The Kinetic Group's market position in the defense sector. Meanwhile, Revelyst's outdoor recreation portfolio will benefit from SVP's investment capabilities and industry focus.

The separate trading of Revelyst under "GEAR" creates a pure-play outdoor recreation company, which could attract different investor profiles and potentially lead to better market valuation. The planned SVP acquisition by January 2025 provides a clear exit strategy and certainty of value for shareholders, reducing market uncertainty typically associated with corporate spinoffs.

Follows Receipt of Overwhelming Support from Stockholders

Revelyst Will Begin Trading on the New York Stock Exchange Under Ticker “GEAR” Today; SVP Transaction to Acquire Revelyst on Track to Close by January 2025

ANOKA, Minn.--(BUSINESS WIRE)-- Vista Outdoor Inc. (“Vista Outdoor” or “the Company”) (NYSE: VSTO) today announced the completion of the sale of The Kinetic Group to Czechoslovak Group a.s. (“CSG”) (the “CSG Transaction”), following receipt of stockholder approval at the Company’s special meeting of stockholders on November 25, 2024. Under the terms of the merger agreement for the CSG Transaction, Vista Outdoor stockholders will receive $25.75 in cash and one share of Revelyst common stock for each share of Vista Outdoor common stock they hold.

“The completion of our sale of The Kinetic Group to CSG marks a significant milestone for our company and represents the successful culmination of our Board’s tireless efforts and robust process to deliver maximum value for stockholders,” said Michael Callahan, Chairman of the Vista Outdoor Board of Directors. “We are confident our leading ammunition brands will be well positioned under CSG’s ownership given its expertise in supply chain management and ammunition manufacturing, along with its shared commitment to expanding U.S. manufacturing and supporting NATO and allied nations. We also believe the transaction will create new opportunities for our dedicated employees and position The Kinetic Group for future growth and success.”

“We are pleased to complete the transaction with Vista Outdoor and look forward to welcoming The Kinetic Group’s talented team to the CSG family,” said Michal Strnad, CEO of CSG. “The Kinetic Group has a strong portfolio of leading ammunition brands, and we are confident our partnership will drive continued growth and innovation, as we deliver high quality ammunition products to customers and create long-term value together.”

Revelyst Will Begin Trading on NYSE Today; SVP Transaction on Track to Close by January 2025

Today, Revelyst will begin trading on the New York Stock Exchange under the ticker “GEAR”. On October 4, 2024, Vista Outdoor entered into a definitive agreement under which funds managed by Strategic Value Partners, LLC (together and its affiliates, “SVP”) will acquire Revelyst in an all-cash transaction based on an enterprise value of $1.125 billion (the “SVP Transaction”). With the successful completion of the CSG Transaction, the SVP Transaction is expected to close by January 2025, subject to the receipt of necessary regulatory approvals and satisfaction of other customary closing conditions. Following the closing of the SVP Transaction, Revelyst will cease trading on the New York Stock Exchange.

“The closing of the CSG Transaction represents another important step towards unlocking the potential of Revelyst with SVP,” said Revelyst CEO Eric Nyman. “We look forward to delivering significant value to our stockholders through the transaction and benefitting from SVP’s investment and expanded resources as we further our market leading position in the outdoor recreation industry. Until the SVP Transaction closes, we remain focused on advancing our strategic objectives, accelerating our GEAR UP efforts and delivering innovative, top-tier products to outdoor enthusiasts.”

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.

About Vista Outdoor Inc.

Vista Outdoor (NYSE: VSTO) is the parent company of more than three dozen renowned brands that design, manufacture and market sporting and outdoor products. Brands include Bushnell, CamelBak, Bushnell Golf, Foresight Sports, Fox Racing, Bell Helmets, Camp Chef, Giro, Simms Fishing, QuietKat, Stone Glacier, Federal Ammunition, Remington Ammunition and more. Our reporting segments, Outdoor Products and Sporting Products, provide consumers with a wide range of performance-driven, high-quality and innovative outdoor and sporting products. For news and information, visit our website at www.vistaoutdoor.com.

Forward Looking Statement

Some of the statements made and information contained in this press release, excluding historical information, are “forward-looking statements,” including those that discuss, among other things: Vista Outdoor Inc.’s (“Vista Outdoor”, “we”, “us” or “our”) plans, objectives, expectations, intentions, strategies, goals, outlook or other non-historical matters; projections with respect to future revenues, income, earnings per share or other financial measures for Vista Outdoor; and the assumptions that underlie these matters. The words “believe,” “expect,” “anticipate,” “intend,” “aim,” “should” and similar expressions are intended to identify such forward-looking statements. To the extent that any such information is forward-looking, it is intended to fit within the safe harbor for forward-looking information provided by the Private Securities Litigation Reform Act of 1995.

Numerous risks, uncertainties and other factors could cause our actual results to differ materially from the expectations described in such forward-looking statements, including the following: risks related to the previously announced transaction among Vista Outdoor, Revelyst, Inc., CSG Elevate II Inc., CSG Elevate III Inc. and CZECHOSLOVAK GROUP a.s. (the “CSG Transaction”) and risks related to the previously announced transaction among Vista Outdoor, Revelyst, Olibre LLC and Cabin Ridge, Inc. (the “SVP Transaction”) including (i) the possibility that any or all of the various conditions to the consummation of the CSG Transaction or the SVP Transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals), (ii) the possibility that competing offers or acquisition proposals may be made, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement relating to the CSG Transaction or the SVP Transaction, including in circumstances which would require Vista Outdoor or Revelyst, as applicable, to pay a termination fee, (iv) the effect of the announcement or pendency of the CSG Transaction or the SVP Transaction on our ability to attract, motivate or retain key executives and employees, our ability to maintain relationships with our customers, vendors, service providers and others with whom we do business, or our operating results and business generally, (v) risks related to the CSG Transaction or the SVP Transaction diverting management’s attention from our ongoing business operations, (vi) that the CSG Transaction or the SVP Transaction may not achieve some or all of any anticipated benefits with respect to either business segment and that the CSG Transaction or the SVP Transaction may not be completed in accordance with our expected plans or anticipated timelines, or at all, and (vii) that the consideration paid to Revelyst stockholders in connection with the SVP Transaction cannot be determined until the consummation of the SVP Transaction as it is subject to certain adjustments related to the net cash of Revelyst as of the closing of the SVP Transaction and the management team’s current estimate of the consideration may be higher or lower than the actual consideration paid to Revelyst stockholders in connection with the SVP Transaction due to the actual cash flows prior to the closing of the SVP Transaction or other factors; impacts from the COVID-19 pandemic on our operations, the operations of our customers and suppliers and general economic conditions; supplier capacity constraints, production or shipping disruptions or quality or price issues affecting our operating costs; the supply, availability and costs of raw materials and components; increases in commodity, energy, and production costs; seasonality and weather conditions; our ability to complete acquisitions, realize expected benefits from acquisitions and integrate acquired businesses; reductions in or unexpected changes in or our inability to accurately forecast demand for ammunition, accessories, or other outdoor sports and recreation products; disruption in the service or significant increase in the cost of our primary delivery and shipping services for our products and components or a significant disruption at shipping ports; risks associated with diversification into new international and commercial markets, including regulatory compliance; our ability to take advantage of growth opportunities in international and commercial markets; our ability to obtain and maintain licenses to third-party technology; our ability to attract and retain key personnel; disruptions caused by catastrophic events; risks associated with our sales to significant retail customers, including unexpected cancellations, delays, and other changes to purchase orders; our competitive environment; our ability to adapt our products to changes in technology, the marketplace and customer preferences, including our ability to respond to shifting preferences of the end consumer from brick and mortar retail to online retail; our ability to maintain and enhance brand recognition and reputation; our association with the firearms industry, others’ use of social media to disseminate negative commentary about us, our products, and boycotts; the outcome of contingencies, including with respect to litigation and other proceedings relating to intellectual property, product liability, warranty liability, personal injury, and environmental remediation; our ability to comply with extensive federal, state and international laws, rules and regulations; changes in laws, rules and regulations relating to our business, such as federal and state ammunition regulations; risks associated with cybersecurity and other industrial and physical security threats; interest rate risk; changes in the current tariff structures; changes in tax rules or pronouncements; capital market volatility and the availability of financing; our debt covenants may limit our ability to complete acquisitions, incur debt, make investments, sell assets, merge or complete other significant transactions; foreign currency exchange rates and fluctuations in those rates; general economic and business conditions in the United States and our markets outside the United States, including as a result of the war in Ukraine and the imposition of sanctions on Russia, the conflict in the Gaza strip, the COVID-19 pandemic or another pandemic, conditions affecting employment levels, consumer confidence and spending, conditions in the retail environment, and other economic conditions affecting demand for our products and the financial health of our customers.

You are cautioned not to place undue reliance on any forward-looking statements we make, which are based only on information currently available to us and speak only as of the date hereof. A more detailed description of risk factors that may affect our operating results can be found in Part 1, Item 1A, Risk Factors, of our Annual Report on Form 10-K for fiscal year 2024, and in the filings we make with the SEC from time to time. We undertake no obligation to update any forward-looking statements, except as otherwise required by law.

Investor Contact:

Tyler Lindwall

Phone: 612-704-0147

Email: investor.relations@vistaoutdoor.com

Media Contact:

Eric Smith

Phone: 720-772-0877

Email: media.relations@vistaoutdoor.com

Source: Vista Outdoor Inc.

FAQ

What will VSTO shareholders receive in the CSG transaction?

Vista Outdoor (VSTO) shareholders will receive $25.75 in cash and one share of Revelyst common stock for each share of Vista Outdoor common stock they hold.

What is the enterprise value of the SVP acquisition of Revelyst?

The SVP acquisition of Revelyst is valued at $1.125 billion enterprise value.

When will Revelyst begin trading on NYSE and under what ticker?

Revelyst begins trading on the New York Stock Exchange under the ticker 'GEAR' following the completion of the CSG Transaction.

When is the SVP Transaction expected to close?

The SVP Transaction is expected to close by January 2025, subject to regulatory approvals and other closing conditions.

Vista Outdoor Inc.

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