MNC Capital Urges Vista Outdoor to Engage on Fully Financed All-Cash $42 Per Share Proposal
July 15 2024 - 6:07AM
Business Wire
MNC Has Absolutely No Intention of Increasing
Its $42 Per Share Offer
MNC Questions Vista Outdoor’s Incomplete and
Inaccurate Disclosures
MNC Capital, L.P. (“MNC”) announced today that it has sent a
letter to Vista Outdoor Inc. (NYSE: VSTO) urging engagement on its
fully financed $42 per share all-cash offer.
MNC’s letter included the following:
“It is unfortunate that Vista has not engaged with us for almost
two months, has failed to make disclosures that shareholders need
to make an informed decision, and has made untrue statements about
our offer. In light of this, we feel compelled to write to
you.
It is very concerning that Vista never has disclosed to its
shareholders the value at closing of the consideration they would
receive in the CSG transaction. That value per share would equal
$21 in cash plus the fully distributed trading value at closing of
a share of Revelyst. The Vista shareholders need to know the likely
value per share they would receive at closing in the CSG
transaction. The receipt of Revelyst shares in the CSG transaction
would be fully taxable.
Vista had to have asked its bankers what the likely trading
value of Revelyst would be as of the closing of the CSG transaction
– the Board could not have satisfied its fiduciary duties without
getting that view from its bankers. What the Vista bankers told the
Vista Board needs to be disclosed to shareholders.
Your statements regarding how our financing sources have
“shifted” are aimed at making shareholders think that is unusual or
a negative. Since you have all of our financing commitments, you of
course know that our funding sources changed to make our financing
more favorable (just as CSG completely changed its financing
sources earlier). MNC’s ability to obtain more favorable financing
was a strong positive for its fully financed offer and helped us
increase our purchase price to $42 per share.
MNC’s funding sources include a global investment bank with a
balance sheet greater than $50 billion, a private equity fund with
over $15 billion under management and a number of well-capitalized
private and publicly-traded equity investors. These are well known
and experienced sources of capital.
We continue to be confident that we can close the transaction in
about 60 days after signing a merger agreement. Your advisors will
confirm that a cash deal with no regulatory issues can close in
that time frame. Yet Vista publicly asserted that a closing “would
take several months”. We therefore urge the Board to perform and
disclose analyses necessary for shareholders to make an informed
decision and to reconsider its positions and engage with us to sign
a merger agreement that we are confident your shareholders will
approve. Both major independent shareholder advisory firms have
spoken as to what they believe is best for shareholders. We are
here and ready to engage constructively on the $42 deal the market
supports.”
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Media: Michael Landau / Lauren Odell, Gladstone Place
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