CSG Increases Purchase Price for The Kinetic
Group to $2.225 Billion
SVP Transaction Contingent Upon Close of CSG
Transaction
Vista Outdoor Inc. (“Vista Outdoor” or “the Company”) (NYSE:
VSTO) today announced it has entered into a definitive agreement
with funds managed by Strategic Value Partners, LLC, and its
affiliates (“SVP”), a global alternative investment firm with
approximately $19 billion of assets under management, to sell
Revelyst in an all-cash transaction based on an enterprise value of
$1.125 billion (the “SVP Transaction”). In connection with the SVP
Transaction, Vista Outdoor also entered into an amendment to the
merger agreement with Czechoslovak Group a.s. (“CSG”) to acquire
The Kinetic Group, increasing the purchase price for the Kinetic
Group to $2.225 billion (the “CSG Transaction”).
The SVP Transaction is subject to the completion of the CSG
Transaction. Together, the CSG Transaction and the SVP Transaction
represent an enterprise value of $3.35 billion for Vista Outdoor
and will deliver an estimated $45 per share in cash to Vista
Outdoor stockholders.
“The Board has worked tirelessly to deliver maximum value to its
stockholders, and we are pleased to have reached this agreement
with SVP and CSG which helps us achieve that objective,” said
Michael Callahan, Chairman of the Vista Outdoor Board of Directors.
“The Board engaged in a thorough process to identify the best
avenues to unlock value – and through these two separate, but
contingent, transactions with SVP and CSG, we have identified a
path that reflects the true strength and potential of both Revelyst
and The Kinetic Group.”
David Geenberg, Head of SVP’s North American Corporate
Investment Team, said, “We are strong believers in the Revelyst
story and the potential of this business. With a portfolio of
diverse, market-leading brands in the outdoor industry, Revelyst
has an unparalleled opportunity to capture market share through its
exceptional consumer focus and strengthen its platforms through its
operational and supply chain enhancements. We are happy to be
partnering with the strong leadership team at Revelyst to help
unlock its full potential with SVP’s resources.”
“We look forward to creating long-term value at The Kinetic
Group as part of the CSG portfolio,” said Michal Strnad, CEO and
Owner of CSG. “The Kinetic Group has a deep heritage of delivering
high-quality, innovative products and we will provide significant
resources, investment and expertise to continue growing the
business and serving its customers with leading ammunition
products. We are confident CSG’s acquisition of the Kinetic Group
is the best outcome for Vista Outdoor stockholders, employees of
the Company and the American economy.”
Transaction Details
The SVP Transaction has been unanimously approved by the Board
and is expected to close by January 2025, subject to the completion
of the CSG Transaction, as well as the receipt of necessary
regulatory approvals and other customary closing conditions. Vista
Outdoor and CSG have received all regulatory approvals required
under the merger agreement for the CSG Transaction and are prepared
to close the CSG Transaction prior to the end of 2024, subject to
receipt of stockholder approval and satisfaction of other customary
closing conditions. CSG and Vista Outdoor have mutually agreed to
extend the termination date of the CSG merger agreement to December
11, 2024.
At the closing of the CSG Transaction, CSG will pay the Company
$2.225 billion, subject to certain purchase price adjustments, and
Vista Outdoor stockholders will receive $25.75 in cash per Vista
Outdoor share and one share of Revelyst common stock for each share
of Vista Outdoor common stock. At the closing of the SVP
Transaction, SVP will pay Revelyst stockholders an aggregate of
$1.125 billion, subject to a net cash adjustment, representing an
estimated $19.25 in cash per share of Revelyst common stock, based
on current management estimates of expected net cash of Revelyst as
of the closing of the SVP Transaction.
As part of the SVP Transaction and the CSG Transaction, Vista
Outdoor, CSG and SVP have agreed to certain amendments to the
separation agreement currently in place to separate the Kinetic
Group and Revelyst. In addition, CSG will no longer be investing in
Revelyst at the closing of the CSG Transaction.
In connection with the announcement of the SVP Transaction and
the CSG Transaction, the Company will adjourn the special meeting
of stockholders currently scheduled for October 9, 2024.
Additional details will be filed with the U.S. Securities and
Exchange Commission.
Advisers
Morgan Stanley & Co. LLC is acting as sole financial adviser
to Vista Outdoor and Cravath, Swaine & Moore LLP is acting as
legal adviser to Vista Outdoor. Moelis & Company LLC is acting
as sole financial adviser to the independent directors of Vista
Outdoor and Gibson, Dunn & Crutcher LLP is acting as legal
adviser to the independent directors of Vista Outdoor.
J.P. Morgan is acting as sole financial adviser to CSG with
Clifford Chance LLP acting as legal adviser.
About Vista Outdoor Inc. Vista Outdoor (NYSE: VSTO) is
the parent company of more than three dozen renowned brands that
design, manufacture and market sporting and outdoor products.
Brands include Bushnell, CamelBak, Bushnell Golf, Foresight Sports,
Fox Racing, Bell Helmets, Camp Chef, Giro, Simms Fishing, QuietKat,
Stone Glacier, Federal Ammunition, Remington Ammunition and more.
Our reporting segments, Outdoor Products and Sporting Products,
provide consumers with a wide range of performance-driven,
high-quality and innovative outdoor and sporting products. For news
and information, visit our website at
www.vistaoutdoor.com.
About SVP SVP is a global alternative investment firm
that focuses on special situations, private equity, opportunistic
credit and financing opportunities. The firm uses a combination of
sourcing, financial and operational expertise to unlock value in
its portfolio companies. Today SVP manages approximately $19
billion in assets under management, and since inception, has
invested more than $48 billion of capital, including more than $18
billion in Europe. The firm, established by Victor Khosla in 2001,
has over 200 employees, including more than 100 investment
professionals, across its main offices in Greenwich (CT) and
London, and a presence in Tokyo. Learn more at
www.svpglobal.com.
About CSG The global industrial and technological group
CSG, owned by Czech entrepreneur Michal Strnad, has key production
facilities in the Czech Republic, Slovakia, Spain, Italy, India,
the UK, and the U.S. and exports its products worldwide. CSG is
continuously investing into the development of its companies while
expanding in its core business areas. The Group includes, for
example, the Czech truck manufacturer Tatra Trucks, the world's
leading manufacturer of small caliber ammunition Fiocchi, and the
Czech radar manufacturer Eldis. More than 10,000 employees work in
the companies included in the CSG group and in their associated
companies. In 2023, the Group's consolidated sales reached USD 1.73
billion. CSG's main fields of activity are the engineering,
automotive, rail, aerospace, and defense industries and small
caliber ammunition production. CSG's products can be found on all
continents thanks to its strong export orientation.
CSG's companies in Europe are major suppliers of tanks,
artillery systems and high caliber ammunition for Ukraine which is
co-financed also by the U.S. and other NATO member states.
Forward-Looking Statements
Some of the statements made and information contained in this
press release, excluding historical information, are
“forward-looking statements,” including those that discuss, among
other things: Vista Outdoor Inc.’s (“Vista Outdoor”, “we”, “us” or
“our”) plans, objectives, expectations, intentions, strategies,
goals, outlook or other non-historical matters; projections with
respect to future revenues, income, earnings per share or other
financial measures for Vista Outdoor; and the assumptions that
underlie these matters. The words “believe,” “expect,”
“anticipate,” “intend,” “aim,” “should” and similar expressions are
intended to identify such forward-looking statements. To the extent
that any such information is forward-looking, it is intended to fit
within the safe harbor for forward-looking information provided by
the Private Securities Litigation Reform Act of 1995.
Numerous risks, uncertainties and other factors could cause our
actual results to differ materially from the expectations described
in such forward-looking statements, including the following: risks
related to the previously announced transaction among Vista
Outdoor, Revelyst, Inc., CSG Elevate II Inc., CSG Elevate III Inc.
and CZECHOSLOVAK GROUP a.s. (the “CSG Transaction”) and risks
related to the transaction among Vista Outdoor, Revelyst, Olibre
LLC and Cabin Ridge, Inc. (the “Revelyst Transaction”) including
(i) the failure to receive, on a timely basis or otherwise, the
required approval of the CSG Transaction by our stockholders, (ii)
the possibility that any or all of the various conditions to the
consummation of the CSG Transaction or the Revelyst Transaction may
not be satisfied or waived, including the failure to receive any
required regulatory approvals from any applicable governmental
entities (or any conditions, limitations or restrictions placed on
such approvals), (iii) the possibility that competing offers or
acquisition proposals may be made, (iv) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the merger agreement relating to the CSG Transaction
or the Revelyst Transaction, including in circumstances which would
require Vista Outdoor or Revelyst, as applicable, to pay a
termination fee, (v) the effect of the announcement or pendency of
the CSG Transaction or the Revelyst Transaction on our ability to
attract, motivate or retain key executives and employees, our
ability to maintain relationships with our customers, vendors,
service providers and others with whom we do business, or our
operating results and business generally, (vi) risks related to the
CSG Transaction or the Revelyst Transaction diverting management’s
attention from our ongoing business operations and (vii) that the
CSG Transaction or the Revelyst Transaction may not achieve some or
all of any anticipated benefits with respect to either business
segment and that the CSG Transaction or the Revelyst Transaction
may not be completed in accordance with our expected plans or
anticipated timelines, or at all;; impacts from the COVID-19
pandemic on our operations, the operations of our customers and
suppliers and general economic conditions; supplier capacity
constraints, production or shipping disruptions or quality or price
issues affecting our operating costs; the supply, availability and
costs of raw materials and components; increases in commodity,
energy, and production costs; seasonality and weather conditions;
our ability to complete acquisitions, realize expected benefits
from acquisitions and integrate acquired businesses; reductions in
or unexpected changes in or our inability to accurately forecast
demand for ammunition, accessories, or other outdoor sports and
recreation products; disruption in the service or significant
increase in the cost of our primary delivery and shipping services
for our products and components or a significant disruption at
shipping ports; risks associated with diversification into new
international and commercial markets, including regulatory
compliance; our ability to take advantage of growth opportunities
in international and commercial markets; our ability to obtain and
maintain licenses to third-party technology; our ability to attract
and retain key personnel; disruptions caused by catastrophic
events; risks associated with our sales to significant retail
customers, including unexpected cancellations, delays, and other
changes to purchase orders; our competitive environment; our
ability to adapt our products to changes in technology, the
marketplace and customer preferences, including our ability to
respond to shifting preferences of the end consumer from brick and
mortar retail to online retail; our ability to maintain and enhance
brand recognition and reputation; our association with the firearms
industry, others’ use of social media to disseminate negative
commentary about us, our products, and boycotts; the outcome of
contingencies, including with respect to litigation and other
proceedings relating to intellectual property, product liability,
warranty liability, personal injury, and environmental remediation;
our ability to comply with extensive federal, state and
international laws, rules and regulations; changes in laws, rules
and regulations relating to our business, such as federal and state
ammunition regulations; risks associated with cybersecurity and
other industrial and physical security threats; interest rate risk;
changes in the current tariff structures; changes in tax rules or
pronouncements; capital market volatility and the availability of
financing; our debt covenants may limit our ability to complete
acquisitions, incur debt, make investments, sell assets, merge or
complete other significant transactions; foreign currency exchange
rates and fluctuations in those rates; general economic and
business conditions in the United States and our markets outside
the United States, including as a result of the war in Ukraine and
the imposition of sanctions on Russia, the conflict in the Gaza
strip, the COVID-19 pandemic or another pandemic, conditions
affecting employment levels, consumer confidence and spending,
conditions in the retail environment, and other economic conditions
affecting demand for our products and the financial health of our
customers.
You are cautioned not to place undue reliance on any
forward-looking statements we make, which are based only on
information currently available to us and speak only as of the date
hereof. A more detailed description of risk factors that may affect
our operating results can be found in Part 1, Item 1A, Risk
Factors, of our Annual Report on Form 10-K for fiscal year 2024,
and in the filings we make with the SEC from time to time. We
undertake no obligation to update any forward-looking statements,
except as otherwise required by law.
No Offer or Solicitation
This communication is neither an offer to sell, nor a
solicitation of an offer to buy any securities, the solicitation of
any vote, consent or approval in any jurisdiction pursuant to or in
connection with the CSG Transaction or otherwise, nor shall there
be any sale, issuance or transfer of securities in any jurisdiction
in contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended, and otherwise
in accordance with applicable law.
Additional Information and Where to Find
It
These materials may be deemed to be solicitation material in
respect of the CSG Transaction. In connection with the CSG
Transaction, Revelyst, a subsidiary of Vista Outdoor, filed with
the SEC on January 16, 2024 a registration statement on Form S-4 in
connection with the proposed issuance of shares of common stock of
Revelyst to Vista Outdoor stockholders pursuant to the CSG
Transaction, which Form S-4 includes a proxy statement of Vista
Outdoor that also constitutes a prospectus of Revelyst (the “proxy
statement/prospectus”). INVESTORS AND STOCKHOLDERS ARE URGED TO
READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY
STATEMENT/PROSPECTUS AND ANY AMENDMENTS AND SUPPLEMENTS THERETO,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE CSG
TRANSACTION, THE REVELYST TRANSACTION AND THE PARTIES TO EACH
TRANSACTION. The registration statement was declared effective by
the SEC on March 22, 2024, and the definitive proxy
statement/prospectus was mailed to each of our stockholders
entitled to vote at the meeting relating to the approval of the CSG
Transaction. Investors and stockholders may obtain the proxy
statement/prospectus and any other documents free of charge through
the SEC’s website at www.sec.gov. Copies of the documents filed
with the SEC by Vista Outdoor are available free of charge on our
website at www.vistaoutdoor.com.
Participants in Solicitation
Vista Outdoor, Revelyst, CSG Elevate II Inc., CSG Elevate III
Inc. and CZECHOSLOVAK GROUP a.s. and their respective directors,
executive officers and certain other members of management and
employees, under SEC rules, may be deemed to be “participants” in
the solicitation of proxies from our stockholders in respect of the
CSG Transaction. Information about our directors and executive
officers is set forth in our proxy statement on Schedule 14A for
our 2024 Annual Meeting of Stockholders, which was filed with the
SEC on July 24, 2024, and subsequent statements of changes in
beneficial ownership on file with the SEC. These documents are
available free of charge through the SEC’s website at www.sec.gov.
Additional information regarding the interests of potential
participants in the solicitation of proxies in connection with the
CSG Transaction, which may, in some cases, be different than those
of our stockholders generally, is also included in the proxy
statement/prospectus relating to the CSG Transaction.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241004821693/en/
Vista Outdoor Contacts Investor: Tyler Lindwall
Phone: 612-704-0147 Email: investor.relations@vistaoutdoor.com
Media: Eric Smith Phone: 720-772-0877 Email:
media.relations@vistaoutdoor.com SVP Contacts
Todd Fogarty Kekst CNC Phone: 917-992-1170 Email:
todd.fogarty@kekstcnc.com CSG Contacts Media
Contacts: United States: Dan Zacchei / Joe Germani Longacre
Square Partners dzacchei@longacresquare.com /
JGermani@longacresquare.com CSG Corporate: Andrej Čírtek
+420 602 494 208 e-mail: andrej.cirtek@czechoslovakgroup.cz
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