MNC Provides Background on Revised $43 Per Share Offer
September 09 2024 - 3:07PM
Business Wire
MNC Capital Partners, L.P. (“MNC”) is providing background on
its $43 per share revised offer:
Vista Outdoor Inc. ("Vista") announced on July 30 that it was
going to re-engage with MNC. Immediately after that, MNC informed
Vista that it required a fully negotiated Merger Agreement before
it could consider revising its offer. Despite this, for almost
three weeks Vista did not engage on negotiating a Merger Agreement
or provide any of the related Schedules.
During the past two weeks, Vista engaged and provided comments
on the draft Merger Agreement that had been sent on March 25. After
extensive negotiations of the Merger Agreement (and review of the
Schedules) MNC submitted its revised offer of $43 per share this
past Friday, which included a full financing package alongside of
proof of funds for all equity sources.
MNC had informed Vista ahead of last Friday that MNC intended to
submit a revised offer for review by the Vista Board of Directors
over this past weekend. Since the revised offer was submitted last
Friday, there has not been any substantive response or engagement
by Vista other than their short press release acknowledging our
offer.
Since MNC’s $42 offer in June, comparables for Revelyst, many of
which Vista lists in its filings as direct competitors, have
continued to perform poorly—for example, shares of Helen of Troy
are down 42%, TopGolf shares are down 33%, Solo Brands are down 35%
and Fox Factory shares are down 20%. Macro and consumer headwinds
have caused a re-rating to single digit multiples on an Enterprise
Value / NTM EBITDA basis for companies with comparable profiles and
end markets to Revelyst. In the meantime, despite Revelyst FY Q1’25
underperformance relative to its competitors on both a Revenue and
EBITDA basis, Vista has not revised its FY25 forecast estimates
since they were first released earlier this year.
We believe it is clear that if Revelyst were to become a public
company it would face significant headwinds, and any CSG
transaction that included Revelyst shares would provide a value
substantially below MNC's prior offer of $42 a share. Vista
shareholders have already let Vista know that they would not
support such a transaction.
Vista has been exploring strategic alternatives since May of
2022, and MNC does not believe that any of the alternatives that
the Vista Board says it is considering could provide a value that
is superior to MNC's prior offer of $42 a share. Vista has so far
not shown any indication that there are any other all-cash
acquisition alternatives for all of Vista. Even if such an
alternative were available, it would not close until well after a
transaction with MNC would close if Vista agreed now to an MNC
transaction.
Notwithstanding the recent negative trends, MNC increased its
offer from $42 per share to $43 per share. MNC’s offers have always
accounted for Vista’s cash flow generation and debt paydown.
MNC’s increased offer had represented our hope that Vista would
commit to moving forward promptly with the best option for their
current shareholders.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240909917083/en/
Media: Michael Landau / Lauren Odell, Gladstone Place
Partners (212) 230-5930