Vista Outdoor Advises MNC Capital To Increase Offer Price

Vista Outdoor issued a press release on April 22 announcing it has entered into discussions with MNC Capital (MNC), the company that made a $2.9 billion unsolicited offer to purchase it on March 4. That proposal, an all-cash proposition in which shareholders would be paid $37.50 per share, was rejected.

Since then, Vista continued to work though the variety of administrative and governmental hurdles required to transfer ownership to Czechoslovak Group (CSG). That list includes concerns expressed by government officials over The Kinetic Group—which includes many of the nation’s premier cartridge and component manufacturers—falling under the ownership of a European-based corporation. In response, Vista refiled its application with the Committee on Foreign Investment in the United States (CFIUS), a move effectively granting the federal government more time to weigh the transaction’s wisdom.

It also opened a window of time to shop for a more profitable deal, reflected in Vista’s April 22 press release. “The company [Vista] advised MNC it expects MNC to deliver an improved economic proposal following the Company providing MNC with access to certain diligence information as permitted in accordance with the terms of the existing merger agreement with Czechoslovak Group a.s. (CSG),” it states.  

 “The Vista Outdoor Board does not consider MNC’s revised proposal to be superior to the transaction with CSG and continues to believe MNC’s proposed offer price undervalues the Revelyst business,” said Michael Callahan, Vista Outdoor Board of Directors chairman. “That said, the Board has determined MNC’s revised proposal meets the standard under the merger agreement with CSG permitting engagement with MNC. Accordingly, the Board has authorized Vista management to provide MNC with non-public information so MNC can increase its offer price. The Board remains committed to acting in the best interest of Vista Outdoor and its stockholders.”

Any transfer of ownership, even if approved by regulatory agencies and CFIUS, must still be approved by shareholders. Vista has announced it will adjourn its May 16, 2024 special meeting of its stockholders with respect to the CSG transaction to June 14, 2024.