Vista Outdoor Increases Purchase Price in CSG Merger Agreement By $50M to $2.15B

The amended merger agreement with CSG further increases the base purchase price payable by CSG for the acquisition of The Kinetic Group business (the "CSG Transaction") by $50 million to $2.15 billion.

In addition, Vista Outdoor has determined that an additional ~$125 million of cash should be returned to Vista Outdoor's stockholders as cash consideration. This follows a careful review of Revelyst's capital allocation strategy, contemplated divestitures and the availability of the ABL facility, and the determination that capitalizing Revelyst with cash and cash equivalents of ~$125 million is sufficient to execute the Revelyst business plan.

In total, the increase in the base purchase price payable by CSG combined with the additional cash being returned to stockholders by Vista Outdoor increases the cash consideration payable to Vista Outdoor stockholders in the CSG Transaction by $3.00 per share to $24.00 in cash per share of Vista Outdoor common stock. Based on the amended merger agreement with CSG, Vista Outdoor stockholders will receive at the closing of the CSG Transaction, $24.00 per share in cash and one share of Revelyst common stock, in each case, per share of Vista Outdoor common stock.

Vista Outdoor is confident that the CSG Transaction maximizes value for its stockholders by providing for a $2.15 billion purchase price, representing a $240 million increase from the original $1.91 billion purchase price, and cash consideration of $24.00 per share of Vista Outdoor common stock, close to double the cash consideration per share from the original cash consideration of $12.90 per share of Vista Outdoor common stock, and a share of Revelyst stock. Vista Outdoor firmly believes this increased offer is superior to MNC Capital's proposal of $42.00 per share as the CSG Transaction allows stockholders to lock in the $2.15 billion purchase price for The Kinetic Group and benefit from both the expected increase in multiple from the separation of Revelyst into a standalone company as well as participate in the significant EBITDA expansion through growth in the Revelyst business and $100 million of cost savings from the GEAR Up program over the next three years.

Rather than looking at MNC Capital's proposal in isolation, we urge stockholders to take into account the significant increase in value since the CSG merger agreement was first signed in October 2023, which is comprised of (i) the meaningful increase in CSG's purchase price of $240 million (~$4.05 per share) for The Kinetic Group, and (ii) Vista Outdoor's additional cash generation of $190 million (~$3.20 per share) during this time that is directly being returned to stockholders as cash consideration in the CSG Transaction.

In summary, the CSG Transaction delivers $430 million (~$7.25 per share) in additional value to Vista Outdoor stockholders since CSG's original offer and enables stockholders to receive 100% of the cash that the Company has generated in the interim period plus retain the upside in Revelyst. Voting "FOR" the CSG Transaction allows stockholders to crystalize this value increase, as opposed to MNC Capital using Vista Outdoor's own cash to finance its fixed price per share proposal.