Board Unanimously Recommends Stockholders Vote
“FOR” the CSG Transaction
Closing of CSG Transaction Subject to Receipt
of Stockholder Approval
SVP Transaction Contingent Upon the Close of
CSG Transaction
Vista Outdoor Inc. (“Vista Outdoor,” the “Company”) (NYSE: VSTO)
today announced that it will hold the special meeting of
stockholders to vote and approve the merger with the Czechoslovak
Group a.s. (“CSG”) (the “CSG Transaction”) at 9 a.m. (Central Time)
on November 25, 2024.
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, subject to receipt of
stockholder approval and satisfaction of other customary closing
conditions.
As previously announced on October 4, 2024, the Board of
Directors of Vista Outdoor unanimously approved the acquisition of
Revelyst by Strategic Value Partners, LLC (the “SVP Transaction”).
No separate approval of the SVP Transaction by Vista Outdoor
stockholders is required. The SVP Transaction is subject to the
closing of the CSG Transaction, as well as the receipt of necessary
regulatory approvals and other customary closing conditions.
The Board of Directors unanimously recommends Vista Outdoor
stockholders vote “FOR” the CSG Transaction at the upcoming special
meeting of stockholders, which will be held at 9:00 am (Central
Time) on November 25, 2024.
Vista Outdoor stockholders who need assistance completing the
proxy card, need additional copies of the proxy materials or have
questions regarding the upcoming meeting may contact the Company’s
proxy solicitor, Innisfree M&A Incorporated at +1 (877)
750-9499 (toll free) or +1 (212) 750-5833 (banks and brokers).
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.
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
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 previously announced transaction among Vista
Outdoor, Revelyst, Olibre LLC and Cabin Ridge, Inc. (the “SVP
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 SVP 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 SVP 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 SVP
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 SVP Transaction
diverting management’s attention from our ongoing business
operations, (vii) that the CSG Transaction or the SVP Transaction
may not achieve some or all of any anticipated benefits with
respect to either business segment and that the CSG Transaction or
the SVP Transaction may not be completed in accordance with our
expected plans or anticipated timelines, or at all, and (viii) that
the consideration paid to Revelyst stockholders in connection with
the SVP Transaction cannot be determined until the consummation of
the SVP Transaction as it is subject to certain adjustments related
to the net cash of Revelyst as of the closing of the SVP
Transaction and the management team’s current estimate of the
consideration may be higher or lower than the actual consideration
paid to Revelyst stockholders in connection with the SVP
Transaction due to the actual cash flows prior to the closing of
the SVP Transaction or other factors; 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
(which was declared effective by the SEC on March 22, 2024 and was
subsequently amended by the post-effective amendment filed by
Revelyst on October 16, 2024 and declared effective by the SEC on
October 18, 2024) 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 SVP TRANSACTION AND THE
PARTIES TO EACH TRANSACTION. The definitive proxy
statement/prospectus will be 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/20241024541030/en/
Investor: Tyler Lindwall Phone: 612-704-0147
Email: investor.relations@vistaoutdoor.com
Media: Eric Smith Phone: 720-772-0877
Email: media.relations@vistaoutdoor.com
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