CZECHOSLOVAK GROUP a.s. entered into a definitive agreement to acquire Sporting Products Segment Business from Vista Outdoor Inc. (NYSE:VSTO) for $2.1 billion on October 15, 2023. CZECHOSLOVAK GROUP a.s. entered into an amendment to the merger agreement to acquire Sporting Products Segment Business from Vista Outdoor Inc. (NYSE:VSTO) for $1.9 billion on May 27, 2024. The transaction is supported by $1.11 billion of fully committed debt financing with the remaining amount funded by CSG. The transaction 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 (a) one share of common stock of Revelyst and (b) $16.00 in cash, in each case, per share of Vista Outdoor common stock. On June 23, 2024, Vista Outdoor entered into an amendment to the merger agreement with CSG, the amended agreement further increases the base purchase price payable by CSG for the acquisition of The Kinetic Group business by $40 million from $1.96 billion to $2 billion and increases the cash consideration payable to Vista Outdoor stockholders by $2.00 per share of Vista Outdoor common stock from $16.00 to $18.00 in cash, a 12.5% increase. On July 8, 2024, Vista Outdoor entered into an amendment to the merger agreement with CSG, the amended agreement further increases the base purchase price payable by CSG for the acquisition of The Kinetic Group business by $100 million from $2 billion to $2.1 billion and increases the cash consideration payable to Vista Outdoor stockholders by $3.00 per share of Vista Outdoor common stock from $18.00 to $21.00 in cash. On July 21, 2024, Vista Outdoor entered into an amendment to the merger agreement with CSG, the amended agreement further increases the base purchase price payable by CSG for the acquisition of The Kinetic Group business by $50 million from $2.15 billion. Based on the amended merger agreement with CSG, Vista Outdoor stockholders will receive at the closing of the CSG Transaction, per share of Vista Outdoor common stock, one share of Revelyst common stock and $18.00 in cash. To effect the transaction, Vista Outdoor will separate its Outdoor Products business from its Sporting Products business, and CSG will merge one of its subsidiaries with Vista Outdoor (holding only the Sporting Products business), with current public stockholders of Vista Outdoor receiving shares of Outdoor Products (recently rebranded as Revelyst ) and approximately $750 million in cash in the aggregate. Upon completion of the sale of the Sporting Products business to CSG, Vista Outdoor?s Outdoor Products business will become Revelyst, Inc., an independent publicly traded company trading on the New York Stock Exchange under the ticker ?GEAR.? Upon closing, Jason Vanderbrink will remain CEO of the Sporting Products business and the U.S. headquarters will remain in Anoka, Minnesota. In connection with the transaction, the company?s approximately 4,000 employees who represent four factories and the consumer brands CCI, Federal, HEVI-Shot, Remington and Speer will continue their heritage of community and conservation support through local and national organizations. The leadership team at Sporting Products will be Al Kerfeld, CFO; Jeff Ehrich, General Counsel and Corporate Secretary; and Mark Kowalski, Controller and Chief Accounting Officer. Andy Keegan, currently vice president and interim CFO of Vista Outdoor, plans to join Revelyst as CFO. Interim CEO Gary McArthur and CFO Andrew Keegan were also on the deal at Vista Outdoor along with Eric Nyman, the CEO of the company's outdoor products segment. If the Merger Agreement is terminated under specified circumstances related to failure to obtain regulatory approval , Vista Outdoor will be entitled to a termination fee of $114,600,000 from CSG. If the Merger Agreement is terminated under specified circumstances, CSG will be entitled to a termination fee of $47,750,000 from Vista Outdoor. Upon consummation of the transaction, Andrew Keegan will become the Chief Financial Officer of Revelyst. Vista Outdoor determined to appoint Jeffrey Ehrich and Jung Choi to serve as Co-General Counsels and Corporate Secretaries.

The transaction is subject to approval of Vista Outdoor stockholders, receipt of necessary regulatory approvals, any waiting period (and any extension thereof) applicable to the transaction under the HSR Act shall have been terminated or shall have expired, Committee on Foreign Investment in the United States (CFIUS) approval shall have been received and the Governmental Approvals under Review Laws shall have been obtained, the Form S-4 shall have become effective under the Securities Act, the shares of Outdoor Products Common Stock to be distributed in connection with the Merger shall have been approved for quotation on the NYSE, subject to official notice of issuance and other customary closing conditions. Board of directors of Vista Outdoor Inc. approved the transaction. As of December 12, 2023, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired. The U.S. Securities and Exchange Commission has declared effective the registration statement on Form S-4 on March 22, 2024. As of March 28, 2024, Vista Outdoor have voluntarily withdrawn and re-filed their joint voluntary notice to the CFIUS to allow CFIUS additional time to conduct diligence on the proposed acquisition. CFIUS?s acceptance of the re-filed joint voluntary notice has commenced a new review period. Vista Outdoor will adjourn the special meeting of stockholders to vote and approve the merger on October 9, 2024. October 9, 2024, is the last possible date for the Company to hold the special meeting ahead of the termination date in the merger agreement with CSG of October 15, 2024. The transaction is expected to close in calendar year 2024. Vista Outdoor will use the proceeds to pay off remaining debt and other corporate purposes. The transaction is expected to close by the end of July 2024. As of September 24, 2024, Czechoslovak Group urges all Vista Outdoor stockholders to vote in favor of the CSG Transaction at Vista Outdoor?s October 9th special meeting.

Carmen Molinos, Farid Foroughi & Martin Douglass of Morgan Stanley & Co. LLC are acting as sole financial adviser and fairness opinion provider to the Board of Directors of Vista Outdoor and Aaron M. Gruber, Craig F. Arcella, Bethany A. Pfalzgraf and Stephen M. Kessing, J. Leonard Teti II, Eric W. Hilfers, Sarah Colangelo, David J. Kappos, Margaret T. Segall, Nicole M. Peles, Michael L. Arnold, Matthew Morreale, John D. Buretta, Megan Y. Lew, Benjamin G. Joseloff, Brian M. Budnick, Ceara Maria Burns, Joshua D. Santilli and Matthew L. Ybarra of Cravath, Swaine & Moore LLP are acting as legal advisers to Vista Outdoor. Vista Outdoor has agreed to pay Morgan Stanley a fee of approximately $19 million for its services, of which (i) $2 million was paid to Morgan Stanley upon the announcement of the potential separation of the Revelyst Business into an independent company, (ii) $3 million was paid to Morgan Stanley upon the rendering of its opinion as described herein and (iii) $14 million is contingent upon the closing of the Transaction. Daniel Lee and Perry Hall of Moelis & Company LLC are acting as sole financial adviser and fairness opinion provider to the independent directors of Vista Outdoor and Jonathan K. Layne of Gibson, Dunn & Crutcher LLP is acting as legal advisor to the independent directors of Vista Outdoor.

CZECHOSLOVAK GROUP a.s completed the acquisition of Sporting Products Segment Business from Vista Outdoor Inc. (NYSE:VSTO) on November 27, 2024.