CLEARFIELD, Utah, July 27, 2015 /PRNewswire/ -- Vista Outdoor Inc.
(NYSE: VSTO), a leading global designer, manufacturer and marketer
in the growing outdoor sports and recreation markets, announced it
has entered into a definitive agreement to acquire CamelBak
Products, LLC. CamelBak is the leading provider of personal
hydration solutions for outdoor, recreation and military use. The
company's products include hydration packs, reusable bottles and
individual purification and filtration systems.
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The CamelBak acquisition will strengthen and expand Vista
Outdoor's presence in outdoor sports and recreation, with products
that complement every outdoor activity where Vista Outdoor's
products are used. The acquisition will provide Vista Outdoor with
another highly recognized and well-respected brand that is a
preferred partner to leading retailers. The transaction is subject
to regulatory approvals and customary closing conditions. Vista
Outdoor anticipates closing the transaction within the next
month.
"The acquisition of CamelBak greatly advances Vista Outdoor's
strategy to grow and strengthen our leading position in the outdoor
recreation industry," said Mark
DeYoung, Vista Outdoor Chairman and Chief Executive Officer.
"CamelBak fortifies our presence in the mainstream individual
outdoor recreation market, creating an opportunity to increase the
scale, reach and growth of several current offerings through an
expanded global sourcing capability and a broadened retail
distribution network. With limited overlap between our key
customers, this acquisition creates significant cross-selling
opportunities, increased channel presence and access into expanded
domestic and international markets. As a market leader and
preferred partner, Vista Outdoor can leverage the technical
expertise of CamelBak to deliver innovative solutions and quality
product offerings that will create value for our shareholders and
customers."
Under the terms of the transaction, Vista Outdoor will purchase
CamelBak for $412.5 million, subject
to a customary working capital adjustment, utilizing cash on hand
and borrowings under its existing credit facilities. Management
expects calendar year 2015 net sales for CamelBak of approximately
$160 million. The purchase price
includes an approximate net present value of $35 million in future tax benefits associated
with the deductibility of intangibles from a prior acquisition of
CamelBak. The purchase price, net of the previously mentioned tax
asset, represents a resulting effective multiple of approximately
11x CamelBak's expected calendar year 2015 EBITDA. Vista Outdoor
intends to refinance the expected borrowings under its credit
facilities with long-term debt financing. Pending such financing,
Vista Outdoor has received a commitment to provide $50 million of secured debt financing from Morgan
Stanley, which the company does not at this time intend to draw
upon, but which provides additional flexibility pending completion
of long-term financing. Absent transaction and transition costs,
Vista Outdoor expects the acquisition to be accretive to Fiscal
Year 2016 (FY16) earnings per share (EPS). Vista Outdoor will
provide information relating to CamelBak's impact on FY16 financial
results as part of its first quarter earnings press release and
webcast on August 13, 2015.
"CamelBak is enthusiastic about the opportunity to join the
Vista Outdoor family of brands," said Sally
McCoy, CamelBak CEO. "Their successful platform will
accelerate CamelBak's growth as a global brand. Vista Outdoor
supports our mission to continue to reinvent the way people hydrate
and perform through innovative hydration products."
Founded in 1989 and headquartered in Petaluma, California, CamelBak is the category
creator for hands-free hydration and meets the needs of diverse
consumers with a comprehensive product portfolio. CamelBak has an
expansive network of marquee customers ranging from REI to Target.
CamelBak has approximately 300 employees and will be integrated
into the Outdoor Products segment of Vista Outdoor, increasing the
scale of the business and reinforcing a culture focused on
delivering high-quality, technologically advanced products.
CamelBak is a subsidiary company of Compass Diversified Holdings
(NYSE: CODI), an owner of leading middle market businesses
headquartered in Connecticut.
Morgan Stanley serves as transaction and financial advisor and
Cravath, Swaine & Moore LLP serves as legal advisor to Vista
Outdoor in connection with the transaction.
About Vista Outdoor
Vista Outdoor is a leading global designer, manufacturer and
marketer in the growing outdoor sports and recreation markets. The
company operates in two segments, Shooting Sports and Outdoor
Products, and has more than 30 well-recognized brands that provide
consumers with a range of performance-driven, high-quality and
innovative products in the ammunition, firearms and outdoor
accessories categories. Vista Outdoor products are sold at leading
retailers and distributors across North
America and worldwide. Vista Outdoor is headquartered in
Utah and has manufacturing
operations and facilities in 10 U.S. States, Puerto Rico, Mexico and Canada along with international sales and
sourcing operations in Canada,
Europe, Australia, New
Zealand and Asia. For news
and information visit www.vistaoutdoor.com or follow us on Twitter
@VistaOutdoorInc and Facebook at www.facebook.com/vistaoutdoor.
Cautionary Note Regarding Forward-looking Statements
Certain statements in this press release, including statements
regarding pending transaction with CamelBak Products, LLC, the
expected future financial performance of CamelBak Products, LLC and
the impact of that performance on Vista Outdoor, constitute
forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995. The words 'believe', 'expect',
'anticipate', 'intend', 'aim', 'should' and similar expressions are
intended to identify such forward-looking statements. All such
forward-looking statements involve estimates and assumptions and
are subject to a number of risks and uncertainties, many of which
are beyond Vista Outdoor's control, which could cause actual
results to differ materially from the expectations described in the
forward-looking statements. Among those risks and uncertainties
are: assumptions regarding demand for CamelBak's products; failure
of the closing conditions in the purchase agreement to be satisfied
in a timely manner or at all; changes in interest rates or credit
availability; anticipated benefits and cost savings from the
transaction may not be fully realized or may take longer than
expected to realize; the ability of Vista Outdoor to retain and
hire key personnel and maintain relationships with customers,
suppliers and other business partners of CamelBak; costs or
difficulties related to the integration of the business following
completion of the transaction; and changes in the business,
industry or economic conditions or competitive environment. Vista
Outdoor undertakes no obligation to update any forward-looking
statements. For further information on factors that could impact
Vista Outdoor, and the statements contained herein, please refer to
Vista Outdoor's most recent Annual Report on Form 10-K and any
subsequent quarterly reports on Form 10-Q and current reports on
Form 8-K filed with the U.S. Securities and Exchange
Commission.
Media
Contact:
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Investor
Contact:
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Amanda
Covington
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Michael
Pici
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Phone:
801-779-4625
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Phone:
801-779-4614
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E-mail:
media.relations@vistaoutdoor.com
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E-mail:
investor.relations@vistaoutdoor.com
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SOURCE Vista Outdoor Inc.