Vista Outdoor postpones special shareholder meeting to consider latest bid for company

MNC Capital has delivered to Vista Outdoor’s board of directors commitment letters for the debt and equity it intends to use to finance its purchase of all of Anoka-based Vista Outdoor.

The board had delayed a special shareholders meeting set for Tuesday to vote on the Czechoslovak Group’s (CSG) $2 billion offer to buy the Kinetic Group, Vista Outdoors’ collection of ammunition brands.

That vote has been delayed to July 23 as the Vista board completes due diligence on the latest offer from MNC Capital, which increased its offer to $42 a share, or about $3.2 billion.

Vista Outdoor sent a letter to Mark Gottfredson, a former Vista Outdoor board member who is leading the MNC Capital effort, that it wanted to see evidence of committed financing, which has been a criticism it has had of MNC’s previous bids. The Vista board had requested MNC Capital provide that evidence by July 1.

The board earlier approved the offer from CSG. That offer gained needed approval last week from the Committee on Foreign Investment in the United States (CFIUS).

The latest MNC bid came after the CFIUS approval. Analysts encouraged Vista afterward to postpone the shareholders meeting to fully evaluate the $3.2 billion bid.

Prague-based CSG outbid dozens of other bidders in October to acquire the Kinetic Group, which includes Anoka-based Federal ammunition, as well as Remington, Speer, CCI and other brands. CSG originally bid $1.91 billion but raised its offer twice to $2 billion.

Under the CSG deal, Vista’s 34 outdoor brands, including Foresight Sports, Bell and Camelbak, would then be spun off into a new public company called Revelyst.

MNC Capital, a collection of 10 U.S.-based investors, was outbid in October to acquire the Kinetic Group. This year it regrouped to make offers of $35 a share, $37.50 and $39.50 to acquire all of Vista Outdoor. Those offers were reviewed by the Vista Outdoor board and its legal and financial advisers before being rejected.

While the Vista board said it is examining the latest offer from MNC Capital, it was still recommending as of last week that shareholders support the proposed deal with CSG.

MNC has said the latest bid would be its final offer. On Monday, it reiterated it believes the offer is the better than CSG’s.

“Given our firm position on not raising the $42 per share price in our proposal, it is clear that Vista Outdoor would not have requested that we provide the merger agreement and financing commitments unless it was prepared to accept that price,” MNC Capital wrote. “We look forward to expeditiously signing a definitive merger agreement at $42 per share in cash.”