MNC Provides Background on Revised $43 Per Share Offer

DALLAS--(BUSINESS WIRE)--MNC Capital Partners, L.P. (“MNC”) is providing background on its $43 per share revised offer:

Vista Outdoor Inc. ("Vista") announced on July 30 that it was going to re-engage with MNC. Immediately after that, MNC informed Vista that it required a fully negotiated Merger Agreement before it could consider revising its offer. Despite this, for almost three weeks Vista did not engage on negotiating a Merger Agreement or provide any of the related Schedules.

During the past two weeks, Vista engaged and provided comments on the draft Merger Agreement that had been sent on March 25. After extensive negotiations of the Merger Agreement (and review of the Schedules) MNC submitted its revised offer of $43 per share this past Friday, which included a full financing package alongside of proof of funds for all equity sources.

MNC had informed Vista ahead of last Friday that MNC intended to submit a revised offer for review by the Vista Board of Directors over this past weekend. Since the revised offer was submitted last Friday, there has not been any substantive response or engagement by Vista other than their short press release acknowledging our offer.

Since MNC’s $42 offer in June, comparables for Revelyst, many of which Vista lists in its filings as direct competitors, have continued to perform poorly—for example, shares of Helen of Troy are down 42%, TopGolf shares are down 33%, Solo Brands are down 35% and Fox Factory shares are down 20%. Macro and consumer headwinds have caused a re-rating to single digit multiples on an Enterprise Value / NTM EBITDA basis for companies with comparable profiles and end markets to Revelyst. In the meantime, despite Revelyst FY Q1’25 underperformance relative to its competitors on both a Revenue and EBITDA basis, Vista has not revised its FY25 forecast estimates since they were first released earlier this year.

We believe it is clear that if Revelyst were to become a public company it would face significant headwinds, and any CSG transaction that included Revelyst shares would provide a value substantially below MNC's prior offer of $42 a share. Vista shareholders have already let Vista know that they would not support such a transaction.

Vista has been exploring strategic alternatives since May of 2022, and MNC does not believe that any of the alternatives that the Vista Board says it is considering could provide a value that is superior to MNC's prior offer of $42 a share. Vista has so far not shown any indication that there are any other all-cash acquisition alternatives for all of Vista. Even if such an alternative were available, it would not close until well after a transaction with MNC would close if Vista agreed now to an MNC transaction.

Notwithstanding the recent negative trends, MNC increased its offer from $42 per share to $43 per share. MNC’s offers have always accounted for Vista’s cash flow generation and debt paydown.

MNC’s increased offer had represented our hope that Vista would commit to moving forward promptly with the best option for their current shareholders.