Investment group raises bid for Vista Outdoor to more than $3 billion

MNC Capital has raised its all-cash bid to buy Anoka-based Vista Capital to more than $3 billion, a week before a critical shareholder vote.

MNC Capital, a collection of 10 U.S.-based investors, has made repeated bids to acquire Vista Outdoor including ammunition business the Kinetic Group and outdoor products business Revelyst Inc. MNC Capital now says it will pay $39.50 a share, or more than $3 billion, to acquire Vista Outdoor and take it private.

The investment group made a $35 per share offer to acquire Vista on Feb. 19, and on March 25 raised that offer to $37.50 a share. Both offers were rejected in favor of a deal that Vista Outdoor had agreed to with the Czechoslovak Group (CSG) in October. In that deal, CSG , a technology-based industrial group headquartered in Prague, would acquire the Kinetic Group and its ammunition brands, including Anoka-based Federal as well as Remington, Speer CCI and others.

Last week, Vista announced it was rejecting the revised offer from MNC Capital and that CSG had sweetened its offer for the Kinetic Group by upping its bid $50 million to $1.96 billion. The outdoor products business would be spun off as an independent public company, Revelyst Inc.

The Vista board recommended shareholders approve the CSG offer at a special shareholder meeting June 14, and said it remains confident it will get critical regulatory approval from the Committee on Foreign Investment in the United States (CFIUS). Still, Vista chairman Michael Callahan wrote in that release that the Vista board was committed to maximizing shareholder value, which seemed to indicate it would continue to listen to revised offers.

If shareholders approve a deal June 14 — the meeting has been postponed once before — then Vista could no longer listen to revised offers.

The Vista/CSG deal has faced public objections from conservative politicians as well as U.S.-based law enforcement groups objecting to the possibility that a foreign company would be acquiring a huge share of U.S.-based small ammunition manufacturing. But it is possible Vista and CSG won’t have a ruling from the committee prior to next week’s shareholder vote.

In March, Vista and CSG pulled their initial CFIUS application when it approached a deadline and re-submitted it, restarting the clock to gain committee approval.

CSG has indicated it is confident it can get CFIUS approval. CSG has received approval from the committee in the past, when it acquired Italian ammunition company Fiocchi and its Fiocchi of America subsidiary.

Meanwhile, influential shareholder advisory group Institutional Shareholder Services (ISS) issued a May 31 report on the Vista Outdoor/CSG deal. “Support for this transaction is warranted,” ISS wrote. “The [Vista] board appears to have conducted a reasonable strategic review that included outreach to 26 parties, the receipt of five offers and multiple increases to the offer price.”

But ISS also noted there is a risk the deal won’t gain CFIUS approval.

MNC Capital has said its deal would offer more certainty because it doesn’t require CFIUS approval. An all-cash offer also provides more certainty to shareholders.

MNC Capital’s managing director is Mark Gottfredson, a former Vista Outdoor board member who resigned his seat to lead MNC Capital’s bid.

“MNC is proud to represent an American alternative. Our proposal provides compelling value and certainty for Vista shareholders and is in the best interests of Vista’s employees and the broader safety and security of the U.S.,” Gottfredson wrote in a release announcing MNC’s latest offer.