ANOKA, Minn. – Vista Outdoor Inc. (“Vista Outdoor” or “the Company”) (NYSE: VSTO) announced [on October 4, 2024] 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.
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