Vista Outdoor Confirms Receipt of Revised Indication of Interest from MNC Capital

Vista Outdoor Inc. (NYSE: VSTO) today confirmed that it has received a revised unsolicited indication of interest from MNC Capital (“MNC”) pursuant to which MNC expresses its interest in acquiring Vista Outdoor in an all-cash transaction for $37.50 per share (the “Revised MNC Indication”).

On March 4, 2024, the Vista Outdoor Board of Directors (the “Vista Outdoor Board”) rejected an unsolicited indication of interest received on February 19, 2024 from MNC pursuant to which MNC expressed interest in acquiring Vista Outdoor in an all-cash transaction for $35.00 per Vista Outdoor share (the “Initial MNC Indication”). The Vista Outdoor Board carefully reviewed and considered the Initial MNC Indication in consultation with its outside legal and financial advisors. After a thorough evaluation of the merits and risks of the MNC Indication, the Board 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, was not reasonably capable of being completed and did not constitute a basis for engagement with MNC. The Board therefore rejected the MNC Indication.

Vista Outdoor’s Board has not made any determination with respect to the Revised MNC Indication within the framework contemplated by the existing merger agreement with Czechoslovak Group a.s. (“CSG”), which remains in effect, nor has it changed its recommendation in support of the acquisition of its Sporting Products business by CSG.

Vista Outdoor’s Board of Directors is carefully reviewing the Revised MNC Indication, in accordance with its fiduciary duties and its obligations under the existing merger agreement with CSG, in consultation with its financial and legal advisors. Vista Outdoor’s Board of Directors remains committed to acting in the best interests of Vista Outdoor stockholders.

Vista Outdoor stockholders do not need to take any action at this time.

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.