MNC Is Committed To Acquisition of Vista Outdoor at $42 Cash Per Share

MNC Is Committed To Acquisition of Vista Outdoor at $42 Cash Per Share




MNC Is Committed To Acquisition of Vista Outdoor at $42 Cash Per Share

MNC’S Fully Financed All-Cash Offer Will Remain Open for Vista to Accept

MNC Commits to Not Lower $42 Per Share Price

MNC Questions Vista’s Complete Failure to Engage and Its Other Actions

DALLAS–(BUSINESS WIRE)–MNC Capital, L.P. (“MNC”) announced today that it continues to be committed to its fully financed $42 per share all-cash offer for Vista Outdoor Inc. (NYSE: VSTO) and that its offer will remain open for the Vista Board to accept. Since delivering executed financing commitments and a merger agreement on July 1st (as publicly requested by Vista), MNC received no further inquiry, communication​, or engagement from Vista before the public rejection of its offer two days ago.

MNC commits to not lowering its $42 per share price, while affirming that it has absolutely no intention to further increase its price and cannot see any possible reason or basis for doing so.

The $42 per share price represented a premium of almost 25% to the closing price of $33.78 the day before MNC proposed it on June 26. The market had heard everything that Vista had to say about its prospects and alternatives and valued Vista at $33.78 per share, or $500 million in the aggregate below our all-cash offer. Our offer is $700 million above the market value of Vista the day before our initial proposal.

MNC questions whether the Vista Board is acting in good faith, and why Vista requested financing commitments and a merger agreement if it had not been prepared to accept MNC’s $42 per share proposal. MNC has for months been making an earnest effort to offer Vista shareholders an all-cash option at a substantial premium to a share price that was fully-informed with respect to other alternatives. Every time Vista has taken actions other than accepting our proposal, the Company’s share price has gone down, which has happened again over the past two trading days.

MNC believes that Vista has not been acting in its shareholders’ interest by failing to engage with MNC on its fully-financed and all-cash $42 per share proposal for the Company. Further evidence of this was Vista’s disclosure that since MNC increased its proposal, the Company continued to engage with competing bidders for the Kinetic business while being unwilling to engage with MNC. It is clear that the Vista Board never intended to seriously evaluate MNC’s proposal.

MNC remains committed to a transaction that it strongly believes provides shareholders with compelling value and hopes that the Vista Board will engage to accept our proposal, which is in the best interests of shareholders.

Contacts

Media Contacts:
Michael Landau / Lauren Odell, Gladstone Place Partners

(212) 230-5930