Vista Outdoor Inc. (NYSE: VSTO) (“Vista Outdoor” or “we”) today
issued the below statement in response to MNC Capital to set the
record straight:
MNC Capital (“MNC”) misled investors today by
claiming that it needs Vista Outdoor’s approval in order to make a
tender offer. We want to set the record straight -- MNC is not
subject to any restrictions from Vista Outdoor that would require
Vista Outdoor to consent to MNC making an unsolicited tender
offer.
For the avoidance of doubt, the Vista Outdoor
Board has already rejected MNC’s proposal. Vista Outdoor does not
support MNC’s proposal and firmly believes that the transaction
with Czechoslovak Group a.s. (“CSG”) is superior. Vista Outdoor
continues to strongly recommend the CSG transaction, which can
close in early August after receipt of Vista Outdoor stockholder
approval at the July 30 special meeting.
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,
Revelyst Outdoor Performance, Revelyst Adventure Sports, Revelyst
Precision Sports Technology (combined “Revelyst”) and The Kinetic
Group, 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 Statements
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 CSG. (the “Transaction”), including (i) the failure to receive,
on a timely basis or otherwise, the required approval of the
Transaction by our stockholders, (ii) the possibility that any or
all of the various conditions to the consummation of the
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), (iii) the possibility that
competing offers or acquisition proposals may be made, (iv) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement relating to
the Transaction, including in circumstances which would require
Vista Outdoor to pay a termination fee, (v) the effect of the
announcement or pendency of the 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, (vi) risks related to the
Transaction diverting management’s attention from our ongoing
business operations and (vii) that the Transaction may not achieve
some or all of any anticipated benefits with respect to either
business segment and that the Transaction may not be completed in
accordance with our expected plans or anticipated timeliness, or at
all; 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; 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; 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 COVID-19
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 Securities and Exchange Commission
(the “SEC”) from time to time. We undertake no obligation to update
any forward-looking statements, except as otherwise required by
law.
No Offer or Solicitation
This communication is neither an offer to sell, nor a
solicitation of an offer to buy any securities, the solicitation of
any vote, consent or approval in any jurisdiction pursuant to or in
connection with the Transaction or otherwise, nor shall there be
any sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended, and otherwise
in accordance with applicable law.
Additional Information and Where to Find It
These materials may be deemed to be solicitation material in
respect of the Transaction. In connection with the Transaction,
Revelyst, Inc., a subsidiary of Vista Outdoor, filed with the SEC a
registration statement on Form S-4 in connection with the proposed
issuance of shares of common stock of Revelyst, Inc. to Vista
Outdoor stockholders pursuant to the Transaction, which Form S-4
includes a proxy statement of Vista Outdoor that also constitutes a
prospectus of Revelyst, Inc. (the “proxy statement/prospectus”).
INVESTORS AND STOCKHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS
FILED WITH THE SEC, INCLUDING OUR PROXY STATEMENT/PROSPECTUS,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION
AND THE PARTIES TO THE TRANSACTION. The Registration Statement was
declared effective by the SEC on March 22, 2024, and we have mailed
the definitive proxy statement/prospectus to each of our
stockholders entitled to vote at the meeting relating to the
approval of the Transaction. Investors and stockholders may obtain
the proxy statement/ prospectus and any other documents free of
charge through the SEC’s website at www.sec.gov. Copies of the
documents filed with the SEC by Vista Outdoor will be available
free of charge on our website at www.vistaoutdoor.com.
Participants in Solicitation
Vista Outdoor, Revelyst, Inc., CSG Elevate II Inc., CSG Elevate
III Inc. and CSG and their respective directors, executive officers
and certain other members of management and employees, under SEC
rules, may be deemed to be “participants” in the solicitation of
proxies from our stockholders in respect of the Transaction.
Information about our directors and executive officers is set forth
in our proxy statement on Schedule 14A for our 2023 Annual Meeting
of Stockholders, which was filed with the SEC on June 12, 2023, and
subsequent statements of changes in beneficial ownership on file
with the SEC. These documents are available free of charge through
the SEC’s website at www.sec.gov. Additional information regarding
the interests of potential participants in the solicitation of
proxies in connection with the Transaction, which may, in some
cases, be different than those of our stockholders generally, is
also included in the proxy statement/prospectus relating to the
Transaction.
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version on businesswire.com: https://www.businesswire.com/news/home/20240722476341/en/
Investor Contact:
Tyler Lindwall Phone: 612-704-0147
E-mail: investor.relations@vistaoutdoor.com
Media Contact:
Eric Smith Phone: 720-772-0877 E-mail:
media.relations@vistaoutdoor.com
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