Vista Outdoor said Tuesday that the Czech company CSG has raised its bid for its ammunition brands, including Federal, by $50 million.
The Anoka-based Vista also said it rejected a revised offer from MNC Capital Partners to take the whole company private, despite continued pressure from conservative politicians to sell the ammunition brands to a U.S. company.
CSG says it will now pay $1.96 billion for the Kinetic Group, the collection of ammunition brands that also includes the Remington, Speer and CCI brands. Under the proposal, Vista's outdoor product brands would remain as a standalone public company called Revelyst Inc., the updated CSG offer Vista's shareholders would get $16 per share for every share of Vista Outdoor they own and one share of the new company, Revelyst Inc. Vista said because of aggressive debt repayment in its fourth quarter, shareholders would also likely get a bigger special dividend after the deal closes. Revelyst would issue the special dividend on cash that exceeds $250 million.
The CSG deal must gain approval from the Committee on Foreign Investment in the United States, which is under the Treasury Department. Several lawmakers have written letters to the panel, and specifically Treasury Secretary Janet Yellen, urging them not to approve the sale.
The deal also must gain approval at a special shareholder meeting that was postponed to June 14. There are other customary closing conditions that must be met, but Vista's board expects the CSG/Revelyst deal to close in 2024.
Meanwhile, the board of Vista informed the investor group MNC Capital Partners that it carefully reviewed its revised offer and, after consultation with legal and financial advisers, determined it was not more favorable to Vista's shareholders than the CSG/Revelyst plan.
MNC Capital had made a revised offer of $37.50 a share on March 25, and on April 22, Vista announced it would engage with MNC Capital further to see if the firm could improve its offer.
"After a thorough evaluation of the merits and risks of the MNC Revised Indication, the board has determined that the MNC Revised Indication would not be more favorable to Vista stockholders from a financial point of view than, and would not reasonably be expected to be superior to, the transactions contemplated by the CSG Merger Agreement. The board has therefore rejected the MNC Revised Indication," wrote Vista Chairman Michael Callahan in a letter to Mark Gottfredson, who has been leading the bid for MNC Capital Partners.
Callahan's letter ended with the statement that the Vista board is committed to maximizing shareholder value, which seems to leave open the possibility of accepting revised bids. "The Board is always receptive to opportunities that will help us achieve that goal," Callahan wrote.
A spokesman from MNC Capital said the firm had no comment on Vista's releases today.
