One of Vista’s largest stockholders says shareholders should vote on upgraded ammunition deal

Gates Capital Management, the second-largest shareholder of Vista Outdoor, continues to oppose the Anoka company’s plan to sell its ammunition business to the Czechoslovak Group (GSG Group), recently stating there has been significant shareholder turnover since April 1 and that new shareholders deserve a vote Tuesday on an upgraded CSG deal.

On July 22, Vista Outdoor announced the CSG Group had raised its offer for the Kinetic Group — Vista’s collection of ammunition companies, including Federal, that employs 1,500 — to $2.15 billion. That day Vista also released preliminary financial results for its first quarter.

Vista’s outdoor products brands Revelyst would become a stand-alone public company if the Czech-based CSG Group succeeds in its bid to acquire the Kinetic Group.

Shareholders are set to vote Tuesday on the upgraded CSG deal but Gates Capital is asking the Vista board of directors to change the date of record so newer shareholders can vote on the deal. Currently, only Vista’s shareholders of record as of April 1 are eligible to vote at Tuesday’s special meeting. The date of record was set for a special meeting that was originally scheduled for May 16. That meeting was adjourned until June 14, then July 2, July 23 and now Tuesday. Yet the date of record has remained April 1.

“We are concerned that the stale record date is a sign of an entrenched management team and board of directors that is not acting in the best interest of current shareholders,” officials at Gates Capital wrote in a release Friday.

When it released preliminary financial results for its first quarter ended June 30, Vista Outdoor said it expects its first-quarter revenue and EBITDA will be less than the same quarter last year. That includes sales and earnings decreases at Revelyst Inc. Gates Capital pointed to Vista’s preliminary results as evidence that there is significant execution risk in Vista’s ability to achieve the projected value of the Revelyst business.

“We believe these current trends have made a spin-off, or owning Revelyst as a standalone, sub-scale public company, less attractive than selling the entire company,” Gates officials said in its release.

Gates Capital stated again it intends to vote against the CSG Group deal and is suggesting a competing offer from MNC Capital, a collection of U.S.-based investors led by a former Vista board member, to acquire all of Vista Outdoor — including Revelyst and the Kinetic Group — for $42 a share provides a superior value to the CSG Group’s offer.

MNC Capital also issued a news release Friday, saying it won’t reduce its $42 a share offer given the poor results of Revelyst. The firm also left open the possibility, if evidence justifies, that they’d raise their bid or launch a tender offer by appealing directly to Vista shareholders.