Yesterday morning, the Board of Directors for Vista Outdoors (NYSE:VSTO) rejected a $35/per share unsolicited acquisition offer from MNC Capital. The offer was all-cash and would have stopped the split-and-sell strategy the company announced last year. Under that plan, the company would sell its Sporting Products businesses to Czechoslovak Group and keep the Outdoor Products business as a standalone company to be called Revelyst.
The MNC Capital acquisition offer was actually received on February 19, but wasn’t disclosed until last week. News of that offer sent Vista’s share price up nearly six percent.
The MNC offer, according to Michael Callahan, Chairman of the Vista Board, was determined “not to be in the best interest of our shareholders.” The particular sticking point was apparently what MNC pegged as the overall value of the Revelyst businesses. Callahan also said the deal “lacks evidence of procured capital financing.” If that sounds familiar, it was one of the same reasons Vista rejected an unsolicited second acquisition offer from Colt CZ Group.
“We continue to firmly believe that our pending transaction with CSG and the separation of Revelyst as a standalone public company will drive significantly greater value for our stockholders,” Callahan said in a statement. “CSG is fully committed to Sporting Products’ iconic American brands and expanding our legacy of U.S. manufacturing, support for military and law enforcement customers, and investments in conservation and our hunting and shooting heritage…. Revelyst is poised to leverage meticulous craftsmanship and cross-collaboration across its portfolio of category-defining brands as a standalone public company. We are confident that this is the best path to unlock value for our stockholders.”
Callahan’s letter to MNC Capital’s Mark Gottfredson was considerably more direct, writing the board had determined, “that the MNC Indication would not be more favorable to Vista stockholders from a financial point of view than the transactions contemplated by the CSG Merger Agreement, is not reasonably capable of being completed and does not constitute a basis for engagement with MNC.”
The letter also revealed a failed prior attempt by MNC Capital to acquire the Sporting Products division due to the “repeated failure to deliver executed debt commitment letters with respect to debt financing contemplated by the proposals it made in September and October 2023 to acquire Vista’s Sporting Products division.”
Ouch.
Vista kicked off considerable industry chatter with the announcement of its plan to basically divide its collection of brands (there are around 40 labels in the current Vista brand basket). From Bushnell to QuietKat eBikes, Camp Chef cooking and camping gear and Simms Fishing to Federal and Remington Ammunition brands, Vista has been a major player in the hunting, fishing and camping spaces. It has also been a player in the more extreme outdoor categories with Giro, Fox Racing, and Bell Helmets.
CSG’s acquisition of the Sporting Products group would sell Alliant Powder, CCI, Estate Cartridge, Federal, Hevi-Shot, Remington and Speer ammunition and component companies to the Czech company that already manufactures everything from artillery shells and automobiles and missile systems.
The division/sale plan with Czechoslovak Group (CSG) is expected to close later this year subject to shareholder approval, the normal due diligence, and the one variable that has apparently led domestic groups to make a run at the deal: the needed approval of the Committee on Foreign Investment in the United States (CFIUS) clearance.
CFIUS is part of the Treasury Department established under the Defense Procurement Act of 1950 as “an interagency committee authorized to review certain transactions involving foreign investment in the United States, and certain real estate transactions by foreign persons, in order to determine the effect of such transactions on the national security of the United States.”
Vista officials say they’re “confident” they’ll get the necessary approvals.
As always, we’ll keep you posted.