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Vista Outdoor Inc. ("Vista Outdoor") (NYSE:VSTO) announced today that the U.S. Securities and Exchange Commission (the "SEC") has declared effective the registration statement on Form S-4 (the "Registration Statement") filed by its subsidiary Revelyst, Inc. ("Revelyst"), in connection with the proposed acquisition by Czechoslovak Group a.s. ("CSG") of Vista Outdoor's The Kinetic Group business (the "Transaction").
The announcement is a key achievement in Vista Outdoor's strategic plan to unlock value by separating its Revelyst and The Kinetic Group segments into separate companies.
"We are excited to reach this important milestone as we position The Kinetic Group and Revelyst for long-term success," said Michael Callahan, Chairman of the Vista Outdoor Board of Directors. "We believe the proposed sale provides is the best strategic alternative to maximize value for stockholders.
Callahan continued, "The Board remains steadfast in our support for the proposed transaction and the value it will create for our stockholders. CSG's ownership of our American-based ammunition brands will provide the communities where our plants are located and our 4,000 workers here in the United States and The Kinetic Group's experienced US-based executive management team with a steady, long-term owner that is fully committed to investing in the American workforce, American hunters and domestic and allied military and law enforcement partners. On the Revelyst side, with an energized senior management team, the GEAR Up transformation plan ensures that the segment is well-positioned to thrive as a standalone public company and deliver greater value for our stockholders.
"Our teams have dedicated significant time and energy preparing to transform Revelyst into a standalone publicly traded company, and we are excited for our brands, our employees and our stockholders to realize the benefits," said Eric Nyman, CEO of Revelyst. "We have a clear line of sight to a solid foundation through the GEAR Up transformation program, which is expected to drive $100 million of run rate cost savings by fiscal year 2027. As we look ahead to Revelyst being a standalone company post-separation, our brand-led consumer obsessed and maker-fueled culture is coming into shape. We are positioned well with winning brands, an efficient structure, a strong balance sheet post-separation and the right people to drive stockholder value."
Vista Outdoor also announced today that it has established the record date and meeting date for the special meeting of its stockholders (the "Special Meeting") to, among other things, consider and vote on a proposal to approve the Transaction. The Special Meeting will be held virtually on May 16, 2024, at 9:00 a.m. Central Time. Vista Outdoor's stockholders of record as of the close of business on April 1, 2024, will be entitled to vote at the Special Meeting.
The Registration Statement being declared effective by the SEC and the scheduling of the Special Meeting build on the progress made with respect to completing the Transaction. On December 11, 2023, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or the HSR Act, expired. On January 5, 2024, the UK Investment Security Unit approved the Transaction under the United Kingdom National Security and Investment Act of 2021. CSG and Vista Outdoor have filed a joint voluntary notice with the Committee on Foreign Investment in the United States, or CFIUS, with respect to the Transaction, and the teams continue to work with CFIUS to obtain its clearance.
"Revelyst's registration statement being declared effective by the SEC moves The Kinetic Group one step closer to beginning our new chapter as part of CSG, which solidifies our strategic direction and will underpin investments in our employees, brands and local communities," said Jason Vanderbrink, CEO of The Kinetic Group. "CSG is a strategic, long-term owner that is fully committed to our iconic American brands, our hunting and recreational shooting heritage and supporting our American and allied law enforcement and military partners. They are a highly successful global company with experience in our industry and are uniquely positioned to create and enhance American jobs by expanding our domestic production capabilities and global distribution network. We are excited for the opportunities that the CSG transaction will bring to our company and employees."
The Transaction remains subject to receipt of the remaining required regulatory approvals, the approval of Vista Outdoor's stockholders and other customary closing conditions.
Posted In: VSTO
