Revised Offer Not Subject to Financing
DALLAS–(BUSINESS WIRE)–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.”
Contacts
Media Contacts:
Michael Landau / Lauren Odell, Gladstone Place Partners
(212) 230-5930
