ANOKA, MN – There are no unresolved national security concerns regarding the sale of Vista Outdoor, Incorporated’s The Kinetic Group business to Czechoslovak Group (CSG), according to a press release from the company. Officials say the Committee on Foreign Investment in the United States has cleared CSG’s proposed acquisition.
“Vista Outdoor and CSG received written notice from CFIUS that CFIUS has concluded its review and investigation of the Transaction and has determined that there are no unresolved national security concerns. CFIUS clearance was the final regulatory approval required under the merger agreement with CSG for the closing of the Transaction,” the company says.
The sale price is $2 billion, an increase of $90 million from the original $1.91 billion purchase price.
“We are excited to reach this important milestone as we position The Kinetic Group and Revelyst for long-term success,” Michael Callahan, Chairman of the Vista Outdoor Board of Directors, said in March after the company cleared a previous key milestone in the sale of The Kinetic Group to CSG and the separation of Revelyst into a standalone public company. “We believe the proposed sale provides…the best strategic alternative to maximize value for stockholders.
“CSG’s ownership of our American-based ammunition brands will provide the communities where our plants are located and our 4,000 workers here in the United States and The Kinetic Group’s experienced US-based executive management team with a steady, long-term owner that is fully committed to investing in the American workforce, American hunters and domestic and allied military and law enforcement partners. On the Revelyst side, with an energized senior management team, the GEAR Up transformation plan ensures that the segment is well-positioned to thrive as a standalone public company and deliver greater value for our stockholders,” Callahan added.
Michael Callahan, Chairman of the Board of Directors, said “We are very pleased that CFIUS has carefully vetted the Transaction and, as we expected, determined that there are no unresolved national security concerns.”
CFIUS is an interagency committee of the U.S. government authorized to review certain transactions involving foreign investment in the United States to determine the effect of such transactions on U.S. national security.
“The CFIUS process involved a thorough review and investigation of the Transaction by numerous U.S. Government departments and agencies with a range of national security and other mandates,” Callahan said. “We believe the end result supports our view that CSG—which has deep expertise in supply chain excellence and ammunition manufacturing and strong support for NATO and allied nations—will be an excellent owner of The Kinetic Group. CSG is fully committed to supporting our American workforce, American hunters and domestic and allied military and law enforcement partners.”
The closing of the Transaction remains subject to receipt of the approval of Vista Outdoor’s stockholders and other customary closing conditions. The special meeting of Vista Outdoor stockholders to, among other things, consider and vote on a proposal to adopt the merger agreement with CSG is scheduled to be held virtually on July 2, 2024, at 9:00 a.m. Central Time.
The Board continues to recommend Vista Outdoor stockholders vote in favor of the proposal to adopt the merger agreement with CSG. Vista Outdoor is confident that the Transaction will maximize value for our stockholders by
- Providing for a $2 billion purchase price, representing a $90 million increase from the original $1.91 billion purchase price,
- Allowing stockholders to benefit directly from additional excess cash generated by the Company prior to closing,
- Delivering $18.00 in cash consideration per share at closing, representing a $5.10 increase from the original cash consideration of $12.90 per share, and
- Enabling stockholders to capture the long-term intrinsic value that is embedded in Revelyst’s business plan as a standalone public company.
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 (Revelyst) and Sporting Products (The Kinetic Group), 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 Revelyst
Revelyst, a segment of Vista Outdoor Inc. (NYSE: VSTO), is a collective of world-class maker brands that design and manufacture performance gear and precision technologies. Our category-defining brands leverage meticulous craftsmanship and cross-collaboration to pursue new innovations that redefine what is humanly possible in the outdoors. Portfolio brands include Foresight Sports, Bushnell Golf, Fox, Bell, Giro, CamelBak, Bushnell, Simms Fishing and more. For more information, visit our website at www.revelyst.com.
