Vista Outdoor issues response to MNC Capital and ISS

Vista Outdoor issued a statement in response to claims made by MNC Capital and an updated report issued by Institutional Shareholders Services – ISS – relating to the sale of The Kinetic Group business to Czechoslovak Group – CSG -. Highlights of the statement include: “We made the decision to separate Revelyst and The Kinetic Group for the purpose of optimizing both businesses and unlocking additional value for our stockholders…the Board believes the value of Revelyst is not yet captured by Vista Outdoor’s stock price today as the two businesses have not yet separated…We believe it is critical to allow Revelyst to trade as a pure-play standalone publicly traded company in order to…achieve the value that we are confident it will deliver for stockholders…Why would Vista Outdoor choose to sell Revelyst now at a discount to an opportunistic party like MNC without running a comprehensive process in the right market environment as we did for The Kinetic Group?…Throughout Vista Outdoor’s engagement with MNC, MNC’s financing sources and structure have continually shifted…MNC has never completed a transaction…there can be no assurance that MNC will ultimately come through with the financing necessary to execute their proposed transaction…Why would Vista Outdoor choose to forego a transaction with CSG in order to attempt to execute a transaction with an inexperienced and unproven party with continually shifting financing that will take multiple months to close? In contrast, the CSG Transaction includes committed financing and certainty to close given we have received all regulatory approvals required under the merger agreement and are prepared to close in July 2024…There is no basis to MNC’s claim that we have not engaged in good faith with them. In fact, …we engaged extensively with them for six weeks in May and June 2024…Following evaluation of MNC’s final offer, the Board unanimously determined that MNC’s final offer would not be more favorable to Vista Outdoor stockholders from a financial point of view than the CSG transaction and there was no basis to engage on MNC’s final offer given that MNC made clear they have “absolutely no intention” of raising their final offer…Vista Outdoor strongly believes ISS has reached the wrong conclusion with respect to the CSG transaction and disagrees with the short-sighted and misinformed recommendation to Vista Outdoor stockholders. ISS’ updated recommendation relies heavily on inaccurate claims made by MNC…ISS has refused to accept those offers to engage with the Company…The Board of Directors continues to unanimously recommend that stockholders vote “FOR” the proposal to adopt the CSG Transaction…The special meeting of Vista Outdoor stockholders to, among other things, vote on a proposal to adopt the merger agreement with CSG, is scheduled to be held virtually on July 23, 2024″.