MNC Capital Partners, L.P. submitted a proposal to acquire Vista Outdoor Inc. (NYSE:VSTO) for $2.4 billion on February 19, 2024. Vista Outdoor received an unsolicited indication of interest from MNC Capital pursuant to which MNC expresses its interest in acquiring Vista Outdoor in an all-cash transaction for $35.00 per Vista share. Vista Outdoor?s Board of Directors has not made any determination with respect to the MNC Indication within the framework contemplated by the existing merger agreement with Czechoslovak Group, which remains in effect, nor has it changed its recommendation in support of the acquisition of its Sporting Products business by CSG. MNC Capital will fund the acquisition using approximately $1.5 billion of equity and $1.4 billion of debt financing. The transaction is not subject to any financing contingency.

On March 4, 2024, after a thorough evaluation of the merits and risks of the MNC Indication, the Board has 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, is not reasonably capable of being completed and does not constitute a basis for engagement with MNC. The Board has therefore rejected the MNC Indication. The consideration of $35.00 in cash per Vista share in the MNC Indication significantly undervalues Vista. On March 25, 2024, MNC Capital Partners, L.P. submitted an increased all-cash proposal to acquire Vista Outdoor, Inc. for $37.50 per share. On June 6, 2024, MNC delivered a letter to the Vista Outdoor Board pursuant to which MNC expressed interest in acquiring Vista Outdoor in an all-cash transaction for $39.50 per share of Vista Outdoor Common Stock.

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. FTI Consulting, Inc. (NYSE:FCN), Marsh Capital Advisors, LLC, Mercer Capital Inc., B. Riley Securities, Inc. and Stephens Inc. acted as financial advisors and Kirkland & Ellis LLP as legal advisor for MNC.

MNC Capital Partners, L.P. cancelled the acquisition of Vista Outdoor Inc. (NYSE:VSTO) on June 10, 2024. Michael Callahan, Chairman of the Board, said after careful review with our financial and legal advisors and deliberation, the Board determined that the transaction contemplated by MNC?s indication of interest significantly undervalues the Company.