Vista Outdoor Amends Merger Agreement with CSG, Raising Deal to $1.96 Billion

News|Industry News

By Drew Bryant
July 12th, 2024, theloadoutblog.com

In October of last year, Vista Outdoor announced that it would be selling its ammunition companies to Czechoslovak Group (CSG) in a deal worth $1.91 billion. In that blockbuster deal, CSG would acquire the ammo brands of Federal, Speer, CCI, Hevi-Shot, and Remington. Two weeks ago, Vista Outdoor’s board negotiated an amendment to the merger agreement with CSG.

In the amendment, the base purchase price payable by CSG for the acquisition of Vista Outdoor’s ammunition companies increased by $50 million, from $1.91 billion to $1.96 billion. This increase raises the cash considerations payable to stockholders by $3.10 per share of Vista Outdoor common stock, from $12.90 to $16 in cash, a 24% increase. Based on the amended merger agreement, Vista Outdoor stockholders will receive one share of common stock in Revelyst and $16 in cash for every share of Vista Outdoor common stock at the finalization of the agreement.

Below is the press release detailing the amended merger between Vista Outdoor and CSG.

Press Release

ANOKA, Minn.–(BUSINESS WIRE)– Vista Outdoor Inc. (“Vista Outdoor” or the “Company”) (NYSE: VSTO) today announced that, on May 27, 2024, it entered into an amendment to the merger agreement with Czechoslovak Group a.s. (“CSG”).

The amended agreement, among other things, increases the base purchase price payable by CSG for the acquisition of The Kinetic Group business (the “Transaction”) by $50 million, from $1.91 billion to $1.96 billion, and increases the cash consideration payable to Vista Outdoor stockholders by $3.10 per share of Vista Outdoor Common Stock, from $12.90 to $16.00 in cash, a 24% increase. Based on the amended merger agreement with CSG, Vista Outdoor stockholders will receive at the closing of the Transaction (a) one share of common stock of Revelyst and (b) $16.00 in cash per share of Vista Outdoor common stock.

In light of the excess cash generated by Vista Outdoor in its fourth quarter, Vista Outdoor has determined that it will return approximately $130 million of excess cash to its stockholders as part of the cash consideration in the Transaction, in addition to the $50 million increase in the base purchase price by CSG that will also be delivered to Vista Outdoor stockholders. Following the closing of the Transaction, Revelyst still intends to distribute any cash on hand in excess of $250 million to Revelyst stockholders in the form of a share buyback or special dividend.

The Transaction is expected to close in calendar year 2024, subject to approval by Vista Outdoor’s stockholders, receipt of clearance by the Committee on Foreign Investment in the United States (“CFIUS”), and other customary closing conditions. Vista Outdoor has been actively engaged with CFIUS and is working with CFIUS to obtain its clearance. The Company remains confident in its ability to receive CFIUS clearance for the Transaction and that all other closing conditions will be satisfied.

Morgan Stanley & Co. LLC is acting as the 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 the 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.