Large Vista Outdoor shareholder says it will vote ‘no’ on selling ammunition brands to Czech firm

What seemed like a final deal to sell Vista Outdoor’s ammunition brands, including Federal, to a Czech firm has hit more snags.

One of the Anoka-based company’s largest shareholders said Wednesday it would vote against the deal, and rival suitor MNC Capital has escalated a war of words over the value of the other half of Vista’s business, Revelyst outdoor brands.

Shareholders meet Tuesday to vote on the $2.1 billion deal to sell the Kinetic Group, which also includes the Remington and Speer brands, to Prague-based Czechoslovak Group (CSG). Under the plan, Revelyst would be spun off into a new public company.

CSG has sweetened the price for Kinetic several times, and the deal got the necessary approval from the Committee on Foreign Investment in the United States.

But Gates Capital Management, an event-driven alternative asset manager based in New York and Vista’s second-largest shareholder, said it would vote against the deal on Wednesday. In a letter to the Vista board, it said the $2.1 billion sale price undervalues Kinetic.

Gates also said MNC’s $42 a share offer for both Vista units, which adds up to $3.2 billion, “provides a reasonable starting point for Vista to negotiate a superior transaction versus the current CSG proposal.”

The Vista board rejected MNC’s offer, saying the plan to sell Kinetic to CSG and spin off Revelyst provided more value.

Gates Capital leaders also said they favor Vista’s original plan, launched in May 2022, to spin off both Kinetic and Revelyst into independent companies, since that plan would be tax-free to shareholders. Both the CSG and MNC offers would have tax consequences for shareholders.

Both Vista’s board and MNC Capital — led by former Vista board member Mark Gottfredson, a partner at the management consulting firm Bain & Co. — escalated arguments last week with sharply worded letters questioning the motivations and assumptions of the other party.

Vista called MNC Capital’s final offer to buy the company opportunistic. MNC Capital questioned whether the Vista board was acting in good faith.

The latest volley came Monday in a statement from MNC: ”It is unfortunate that Vista has not engaged with us for almost two months, has failed to make disclosures that shareholders need to make an informed decision, and has made untrue statements about our offer.”

Vista disputes the statement and others MNC has made.

MNC had bid for the Kinetic Group last fall when Vista chose CSG’s original offer and then came back with an offer for the entire company. Central to its pitch was the idea that, under its deal, one of America’s largest ammunition companies would remain with U.S.-based owners.

Besides receiving approval from the Committee on Foreign Investment, CSG has continually assured shareholders and other parties it is committed to maintaining Vista’s U.S.-based manufacturing and supply of ammunition. Kinetic has several large contracts with law enforcement, for example.

MNC’s latest argument with Vista is over the value of Revelyst, which includes 36 brands including Bell, Fox and CamelBak.

Vista says the CSG bid equates to $21 a share. Shareholders also would get a share of Revelyst as it spins off. The company, backed by multiple financial and legal analysts, Vista claimed that the two moves combined would equal $7 to $16 a share more than MNC’s $42 bid.

“We believe it is critical to allow Revelyst to trade as a pure-play standalone publicly traded company in order to trade in line with its peers, attract its natural owners, and achieve the value that we are confident it will deliver for stockholders.” Vista said last week, countering MNC’s claims.

MNC Capital said the projections of what Revelyst might be worth someday are off.

Vista’s 10 largest shareholders own more than 50% of the company’s shares, so their support of the CSG plan is key to the vote on Tuesday.

Two major proxy advisory firms, Institutional Shareholder Services and Glass Lewis have released multiple reports on the deal. In their latest reports, ISS recommends a “no” vote next week and Glass Lewis recommends shareholders abstain from the vote.

Glass Lewis noted in its report it is not confident in Vista’s projections for Revelyst’s future value, noting the unit missed its own guidance projections the last two years.

“We believe this poor recent track record raises serious questions regarding the reliability of management’s base case forecast and whether that forecast may be overly optimistic,” the report said.

Vista said the reports are based on MNC’s claims and its attempts to engage with ISS were unsuccessful.

Paul Vaaler, a professor at the University of Minnesota’s Carlson School of Management and law school, said it’s not surprising to see a heavy lobbying effort on the part of both Vista and MNC as the vote comes near.

“It’s about lobbying and shareholders, how you communicate with shareholders and particularly institutional shareholders regarding the abstention recommendation from ISS, because ISS can be really important,” Vaaler said.

If shareholders do vote against the CSG deal, Vista could reopen bidding, meaning CSG, MNC and others could enter new bids.