MNC Capital Partners, L.P. submitted a proposal to acquire Vista Outdoor Inc. (NYSE:VSTO) for $2.5 billion on February 19, 2024. Vista Outdoor received an unsolicited indication of interest from MNC Capital pursuant to which MNC expresses its interest in acquiring Vista Outdoor in an all-cash transaction for $35.00 per Vista share. Vista Outdoor?s Board of Directors has not made any determination with respect to the MNC Indication within the framework contemplated by the existing merger agreement with Czechoslovak Group, which remains in effect, nor has it changed its recommendation in support of the acquisition of its Sporting Products business by CSG. MNC Capital will fund the acquisition using approximately $1.5 billion of equity and $1.4 billion of debt financing. The transaction is not subject to any financing contingency.

On March 4, 2024, after a thorough evaluation of the merits and risks of the MNC Indication, the Board has 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 Board has therefore rejected the MNC Indication. The consideration of $35.00 in cash per Vista share in the MNC Indication significantly undervalues Vista. On March 25, 2024, MNC Capital Partners, L.P. submitted an increased all-cash proposal to acquire Vista Outdoor, Inc. for $37.50 per share. On June 6, 2024, MNC delivered a letter to the Vista Outdoor Board pursuant to which MNC expressed interest in acquiring Vista Outdoor in an all-cash transaction for $39.50 per share of Vista Outdoor Common Stock. On June 26, 2024 MNC has increased its all-cash offer to acquire Vista Outdoor to $42.00 per share. The revised proposal represents a premium of 55% to the VWAP from when Vista?s transaction with the Czechoslovak was announced on October 16, 2023 to the last closing price before MNC?s initial offer on February 19, 2024. The revised offer is also an over 40% premium to the last closing price prior to MNC?s initial offer. As of June 27, 2024, Vista Outdoor Inc. (NYSE: VSTO) today announced that it will adjourn the special meeting of stockholders scheduled to be held at 9:00 am (Central Time) on July 2, 2024, to 9:00 am (Central Time) on July 23, 2024. As of July 2, 2024, Vista Outdoor confirms receipt of information delivered by MNC Capital in response to the Vista Outdoor?s request for certain additional information required in order to assess MNC?s revised indication of interest. The Vista Outdoor Board is carefully reviewing the additional information provided by MNC (which includes certain documentation with respect to MNC?s financing arrangements), along with MNC?s Final Indication, in accordance with its fiduciary duties and its obligations under the existing merger agreement with Czechoslovak Group a.s. (?CSG?), and in consultation with its financial and legal advisors. The Vista Outdoor Board remains committed to acting in the best interests of Vista Outdoor stockholders. The Vista Outdoor Board has not made any determination with respect to the Final Indication (including the $42.00 per share offer price or the adequacy of the information provided) within the framework contemplated by the existing merger agreement with CSG, which remains in effect, and continues to recommend Vista Outdoor stockholders vote in favor of the proposal to adopt the merger agreement with CSG at the Vista Outdoor special meeting of stockholders.


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. FTI Consulting, Inc. (NYSE:FCN), Marsh Capital Advisors, LLC, Mercer Capital Inc., B. Riley Securities, Inc. and Stephens Inc. acted as financial advisors and Kirkland & Ellis LLP as legal advisor for MNC.

MNC Capital Partners, L.P. cancelled the acquisition of Vista Outdoor Inc. (NYSE:VSTO) on July 8, 2024. Vista Outdoor Board Unanimously Rejects MNC?s Final Indication as Inadequate and Opportunistic.