MNC Increases All-Cash Offer to $43 Per Share
September 07 2024 - 11:23AM
Business Wire
Revised Offer Not Subject to Financing
On September 6, MNC Capital Partners, L.P. (“MNC”) sent a letter
to Vista that stated that “MNC is now prepared to offer an
increased all-cash purchase price of $43.00 per share for Vista,
despite substantial market headwinds for consumer spending and
softness in Vista’s recent quarterly results.”
The letter also included the following:
Since the Vista Outdoor Inc. (“Vista”) Board
of Directors (“Board”) determined on July 31 that MNC Capital’s
(“MNC”) proposed acquisition of Vista would be expected to lead to
a superior proposal to the CZECHOSLOVAK GROUP a.s. (“CSG”)
transaction, MNC and its partners and capital providers have
completed their due diligence review in order to be in a position
to make a revised offer. In addition, a Merger Agreement has been
extensively negotiated and we are providing you with a Merger
Agreement (with Schedules) that we are prepared to sign. You also
are being provided with what is required as to our revised offer
being fully financed.
We believe that MNC’s acquisition of Vista
(which would result in its ownership of The Kinetic Group
(“Kinetic”)) and our partner’s acquisition of Revelyst is in the
best interests of shareholders as well as Vista’s employees and
other stakeholders. As a US-owned private company, Kinetic would
not be subject to either the challenges of operating a sensitive
business in the public markets or the potential degradation of its
relationships with government and police institutions that would
come under foreign ownership. Our partner has confidence in the
Revelyst leadership team and its vision for the company. In
addition to providing a large new equity infusion at closing, that
partner is willing to provide a further equity commitment
post-transaction to fuel a new chapter of growth for Revelyst.
While we appreciate the efforts of Vista and
its advisors over the past two weeks, the lack of engagement prior
to then was disappointing. We also do not understand why the Vista
Board did not terminate the CSG agreement when it could have, which
means that Vista is required to give four business days’ notice to
CSG before a deal can be signed with us. Also, the April 1 record
date was kept, leaving open the possibility that a fifth attempt
could be made to get shareholder approval for a CSG transaction
that still includes highly speculative Revelyst shares. We do not
see that shareholder approval ever occurring.
The letter ended by stating:
“Our revised offer is conditioned on the
Vista Board, by Monday, September 9, having given notice to CSG
that it intends to sign the Merger Agreement at $43.00 per share,
so that it can be signed by September 13. Otherwise, our revised
offer will be withdrawn.”
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Media Contacts: Michael Landau / Lauren Odell, Gladstone
Place Partners (212) 230-5930