Vista Outdoor announced that it entered into an amendment to the merger agreement with Czechoslovak Group, or CSG. The amended agreement, among other things, increases the base purchase price payable by CSG for the acquisition of The Kinetic Group business by $50M from $1.91B to $1.96B 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 one share of common stock of Revelyst and $16.00 in cash, in each case, 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 Vista Outdoor will return approximately $130M of excess cash to its stockholders as a part of the cash consideration in the transaction, in addition to the $50M 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 $250M 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 of 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 our team 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.
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