This week, Vista Outdoor announced that Czechoslovak Group (CSG) had increased its offer for the purchase of The Kinetic Group to $2.1 billion, with cash consideration increased to $21 per share, up from the group's previous offer of $1.91 billion and $18 in cash consideration per share. With this revised offer, the Vista Outdoor board of directors unanimously recommended the CSG transaction to the company's shareholders. A special meeting of stockholders is planned for July 23 at 9 a.m. CST to vote on whether or not to adopt the merger agreement.
The news follows the June 25th approval of the Committee on Foreign Investment in the United States (CIFUS) for the planned sale of Vista Outdoor's The Kinetic Group. At that time, the company received a renewed offer from MNC Capital to purchase the whole of Vista Outdoor for $3.2 billion, including Vista's outdoor segment, Revelyst. A Vista Outdoor press release indicated that the company had given the MNC Capital offer its full consideration, but said the Vista board of directors "unanimously rejects MNC's final indication as inadequate and opportunistic, particularly in its undervaluation of Revelyst."
In outlining its support for the CSG merger, Vista Outdoor's board indicated that the deal "maximizes stockholder value," representing a $7-$16 per share more value than the MNC Capital final indication. Additionally, the CSG transaction has received all regulatory approvals and the board was clear in highlighting the fact that the transaction was "the result of a competitive and exhaustive, multi-stage process, including outreach to 26 potential buyers."
"After a thorough evaluation of the merits and risks of the MNC Final Indication, the Board has determined that the MNC Final Indication would not be more favorable to Vista stockholders from a financial point of view than, and would not reasonably be expected to be superior to, the transactions contemplated by the CSG Merger Agreement," Vista Outdoor Board Chairman Michael Callahan wrote in a letter to MNC Capital. "The Board has therefore rejected the MNC Final Indication."
Additionally, Vista highlighted that the MNC Capital offer "fundamentally undervalues Revelyst," and "...does not take into account the projected EBITDA expansion at Revelyst under new management or the ability for Vista Outdoor stockholders to realize a potential change of control premium for Revelyst in the future." Each of Vista's financial advisors also delivered opinions on the inadequacy of the MNC final indication to holders of Vista's common stock. The board also noted that MNC has never completed a transaction, so the deal would take multiple months to close.
Following the approval of Vista Outdoor stockholders, The Kinetic Group, comprised of Federal Premium, Remington Ammunition, CCI Ammunition, Speer Ammo and Hevi-Shot, will join Fiocchi of America as part of CSG's ammunition division.
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