InsideArbitrage Potential Deal Alert: MNC Capital Submits Proposal to Acquire Vista Outdoor (VSTO) for $35 Per Share in Cash

POTENTIAL DEAL DETAILS

MNC Capital Partners today announced that on February 19, 2024, it submitted a proposal to acquire Vista Outdoor, Inc. (VSTO) for $35.00 per share.

Vista Outdoor Investor Relations

Update(s):

March 4, 2024: Vista Outdoor Inc. (VSTO) rejected a $2 billion takeover offer from MNC Capital, saying that a separate offer from Czechoslovak Group to buy its sporting products business is more favorable to shareholders.

Acquisition by CSG expected in 2024 pending approvals. MNC Capital’s offer, worth $35 a share in cash, undervalues Vista, board Chairman Michael Callahan said in a statement, in particular the Revelyst outdoor products business which is planned as a separate standalone.

March 25, 2024: Reuters reported, MNC Capital said it has raised its all-cash bid to acquire sporting and outdoor products maker Vista Outdoor (VSTO) to $3 billion from $2.9 billion.

The investment firm is offering $37.50 per share for all of Vista’s shares, up from its earlier bid of $35.

March 28, 2024: Vista Outdoor (VSTO) and Czechoslovak Group (CSG) announced that they have chosen to withdraw and resubmit their joint voluntary notice to the Committee on Foreign Investment in the U.S. (CFIUS). This decision was made to provide CFIUS with more time to thoroughly examine the proposed acquisition by CSG of Vista Outdoor’s The Kinetic Group business.

April 8, 2024: The Czechoslovak Group reaffirms its commitment to the proposed all-cash acquisition of Vista Outdoor (VSTO) Sporting Products business – recently renamed The Kinetic Group – for a total consideration of $1.91 billion, with fully committed financing from leading U.S. bank JP Morgan Chase. CSG also highlighted the benefits of its planned Acquisition.

May 28, 2024: Vista Outdoor’s (VSTO) Board of Directors, after consulting financial and legal advisors, has rejected MNC Capital’s unsolicited offer of $37.50 per share to acquire the company.

June 6, 2024: MNC Capital Partners, L.P. announced that it has submitted an increased all-cash proposal to acquire all of the outstanding shares of Vista Outdoor (VSTO) for $39.50 per share, or over $3.0 billion.

June 10, 2024: Vista Outdoor (VSTO) announced it received an indication of interest on June 7, 2024, from a U.S.-based private investment firm (an alternative party), to acquire The Kinetic Group for over $2 billion in cash. The $47.75 million break fee payable to Czechoslovak Group would be payable by Vista Outdoor. The alternative party stated that it is prepared to execute definitive agreements no later than June 14, 2024.

Additionally, Vista Outdoor announced that its Board has rejected the unsolicited indication of interest received from MNC Capital on June 6, under which MNC expressed interest in acquiring Vista Outdoor in an all-cash transaction for $39.50 per Vista Outdoor share. The Board has determined that MNC’s latest bid would not be more favorable to Vista Outdoor stockholders from a financial point of view, and it undervalues the company.

According to the Financial Times, Jeffrey Hildebrand and his JDH Capital family office are backing a $2 billion all-cash offer for the Kinetic, the ammunition unit of Vista Outdoor that’s being sold.

June 17, 2024: Vista Outdoor (VSTO) reaffirmed its recommendation that Vista Outdoor stockholders vote in favor of the proposed merger agreement with Czechoslovak Group (CSG), pursuant to which CSG will acquire The Kinetic Group for $1.96 billion in cash. The U.S.-based private investment firm (the alternative party) withdrew its $2 billion offer to acquire The Kinetic Group due to pressure from MNC Capital Partners, which alleged contractual violations related to a previous joint bid agreement with the firm. Vista Outdoor was only recently made aware of these agreements.

June 24, 2024: Vista Outdoor (VSTO) entered into an amendment to the merger agreement with Czechoslovak Group. The amended agreement increases the base purchase price payable by CSG for the acquisition of The Kinetic Group business by $40 million from $1.96 billion to $2 billion and increases the cash consideration payable to Vista Outdoor stockholders by $2.00 per share of Vista Outdoor common stock from $16.00 to $18.00 in cash, a 12.5% increase. Based on the amended merger agreement with CSG, Vista Outdoor stockholders will receive at the closing of the CSG Transaction, per share of Vista Outdoor common stock, one share of Revelyst common stock, and $18.00 in cash.

June 25, 2024: According to Politico, the Czechoslovak Group’s purchase of Vista Outdoor’s (VSTO) ammunition business has been under a lengthy national security review by the Committee on Foreign Investment in the U.S. (CFIUS), which can bar foreign purchases on national security grounds. In recent weeks DOJ antitrust lawyers have been meeting with third parties, including law enforcement groups concerned that the deal will lock up the U.S. market for primer, the key ingredient in bullets. A letter from the National Association of Police Organizations sent last week to Attorney General Merrick Garland also says the DOJ is looking at the deal.

June 26, 2024: MNC Capital Partners announced it has increased its all-cash offer to acquire Vista Outdoor (VSTO) to $42.00 per share, or approximately $3.2 billion. MNC’s revised proposal is all cash, has no regulatory issues, and is not subject to any financing conditions.

June 27, 2024: Vista Outdoor (VSTO) announced that it will adjourn the special meeting of stockholders scheduled to be held on July 2, 2024, to July 23, 2024. Vista Outdoor confirmed that it received a revised unsolicited indication of interest from MNC Capital and that the Board will carefully review the offer.

July 1, 2024: MNC Capital Partners announced that it has delivered a Merger Agreement to Vista Outdoor (VSTO) that it is prepared to sign for its $42 per share all-cash proposal. MNC has also sent commitment letters for the proposed debt and equity financing for such a proposal – the total for such commitments is approximately $3.2 billion needed to finance the transaction.

July 8, 2024: Vista Outdoor (VSTO) announced that the company entered into an amendment to the merger agreement with the Czechoslovak Group, which increases the purchase price payable by CSG for the acquisition of The Kinetic Group business by $100 million to $2.1 billion. Vista Outdoor is fully committed to the CSG transaction and the board unanimously reaffirms its recommendation that its stockholders vote in favor of the CSG Transaction.

Vista Outdoor board unanimously rejects MNC’s final indication as inadequate and opportunistic, particularly in its undervaluation of Revelyst business.

July 10, 2024: MNC Capital announced that it continues to be committed to its fully financed $42 per share all-cash offer for Vista Outdoor (VSTO) and that its offer will remain open for the Vista Board to accept.

July 11, 2024: Vista Outdoor (VSTO) issued a statement addressing claims by MNC Capital and ISS’s report on the sale of The Kinetic Group to Czechoslovak Group. Vista asserted that separating Revelyst and The Kinetic Group would unlock value for stockholders and criticized MNC’s shifting financing sources and lack of transaction experience. The company believed MNC’s offer undervalued Revelyst and endorsed the CSG transaction, which offered committed financing and regulatory approvals. Vista Outdoor disputed ISS’s recommendation, emphasizing that the CSG deal maximized value for stockholders.

July 12, 2024: TIG Advisors, an investment adviser that owns about 532 thousand shares of Vista Outdoor (VSTO) sent a letter to the Vista Board in support of MNC Capital’s proposed all-cash offer to acquire the company for $42 per share and its intention to vote against the pending sale of The Kinetic Group to Czechoslovak Group.

July 15, 2024: MNC Capital in a letter urged Vista Outdoor (VSTO) to engage on its fully financed $42 per share all-cash offer, criticizing Vista’s lack of engagement, inadequate disclosures, and misinformation to shareholders.

July 17, 2024: Gates Capital Management which owns approximately 9.6% of Vista Outdoor (VSTO) sent a letter to the Vista Board regarding its intention to vote AGAINST the pending sale of The Kinetic Group to Czechoslovak Group. It also added that it believes that the $42 per share bid from MNC Capital to acquire all of Vista provides a reasonable starting point for Vista to negotiate a superior transaction versus the current CSG proposal.

July 18, 2024: Vista Outdoor (VSTO) announced that proxy advisory firm Glass Lewis recommends stockholders vote “FOR” the proposed sale of Vista Outdoor’s The Kinetic Group business to Czechoslovak Group.

July 22, 2024: Vista Outdoor (VSTO) announced an amended merger agreement with CSG, increasing the base purchase price for the acquisition of The Kinetic Group business by $50 million, bringing the total to $2.15 billion. Vista Outdoor plans to return approximately $125 million to its stockholders as cash consideration. According to the amended agreement, Vista Outdoor stockholders will receive $24.00 per share in cash and one share of Revelyst common stock for each share of Vista Outdoor common stock they hold at the closing of the CSG transaction. The special meeting of stockholders has been rescheduled to July 30, 2024.

MNC Capital Partners announced that it is committed to its fully financed $42 per share all cash offer for Vista Outdoor and that it will not reduce the $42 per share price.

Vista Outdoor rejected MNC’s proposal. Vista Outdoor said that it does not support MNC’s proposal and firmly believes that the transaction with Czechoslovak Group a.s. (CSG) is superior.

July 23, 2024: Czechoslovak Group reaffirmed its commitment to completing the acquisition of The Kinetic Group business from Vista Outdoor (VSTO). CSG believes its fully financed bid maximizes the value that will be received by Vista Outdoor shareholders, and that the transaction can be completed in early August.

July 30, 2024: Vista Outdoor (VSTO) announced that its Board has begun a review of strategic alternatives for the company, including a potential sale of Revelyst and engagement with MNC Capital regarding its acquisition proposal, which could offer superior value for stockholders. MNC Capital has expressed willingness to increase their offer if Vista engages with them. The Board is also considering separating Revelyst and The Kinetic Group through a spin-off. As part of this review, Vista Outdoor has postponed its stockholders’ special meeting from July 30, 2024, to September 13, 2024, while continuing to recommend approval of the CSG merger agreement.

September 7, 2024: MNC Capital sent a letter to Vista (VSTO) that stated that MNC is now prepared to offer an increased all-cash purchase price of $43.00 per share for Vista. Vista Outdoor separately announced that MNC sent the Board the revised proposal on September 6 after 10:00 PM ET which expires on Monday, calling the short timeline by MNC “a frustrating pattern and not constructive”.

September 10, 2024: Vista Outdoor (VSTO) announced that the Board is continuing to engage with MNC Capital, and with respect to that Vista will adjourn the special meeting of stockholders from September 13, 2024, to September 27, 2024.

Disclaimer: Our intent with this section of the website is to present potential deals that appear to be in the pipeline. These potential deals are ones where i) the company has indicated that it is "seeking strategic alternatives", ii) there has been an unsolicited bid for a company as mentioned in a press release by the company or iii) news about the deal has been published by a leading news organization like The Wall Street Journal, The New York Times, Bloomberg, Financial Times, The Washington Post, Reuters and The Associated Press. As best as possible we will try to avoid baseless rumors. There is a high probability that many of these potential deals may not materialize and if they do, the terms of the deal may be different from what was initially reported. Please do your own due diligence before buying or selling any securities mentioned on this website. We do not warrant the completeness or accuracy of the content or data provided.