0000950157-24-000530.txt : 20240326 0000950157-24-000530.hdr.sgml : 20240326 20240326161641 ACCESSION NUMBER: 0000950157-24-000530 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240326 DATE AS OF CHANGE: 20240326 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Revelyst, Inc. CENTRAL INDEX KEY: 0001943705 STANDARD INDUSTRIAL CLASSIFICATION: [3949] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 883763984 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41793 FILM NUMBER: 24783745 BUSINESS ADDRESS: STREET 1: 177 GARDEN DR. CITY: BOZEMAN STATE: MT ZIP: 59718 BUSINESS PHONE: (763) 433-1000 MAIL ADDRESS: STREET 1: 177 GARDEN DR. CITY: BOZEMAN STATE: MT ZIP: 59718 FORMER COMPANY: FORMER CONFORMED NAME: Outdoor Products Spinco Inc. DATE OF NAME CHANGE: 20220823 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vista Outdoor Inc. CENTRAL INDEX KEY: 0001616318 STANDARD INDUSTRIAL CLASSIFICATION: ORDNANCE & ACCESSORIES, (NO VEHICLES/GUIDED MISSILES) [3480] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 471016855 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 1 VISTA WAY CITY: ANOKA STATE: MN ZIP: 55303 BUSINESS PHONE: 763-433-1000 MAIL ADDRESS: STREET 1: 1 VISTA WAY CITY: ANOKA STATE: MN ZIP: 55303 425 1 form425.htm

Filed by Vista Outdoor Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Exchange Act of 1934
Subject Company: Revelyst, Inc.
Commission File No.: 001-41793

Co-CEOs Memo – Revised proposal from MNC Capital
March 26, 2024

From: Vista Outdoor Broadcast <Broadcast@VistaOutdoor.com>
Date: Tuesday, March 26, 2024 at 10:02 AM
Subject: 3.26.24 | A Co-CEOs Memo Re: A Revised Proposal from MNC Capital

Vista Outdoor team:

Yesterday we issued a press release confirming that we received a revised unsolicited proposal from MNC Capital to acquire Vista Outdoor. This follows the initial unsolicited proposal from MNC that we received on February 19, 2024, and subsequently rejected on March 4, 2024.

Consistent with its fiduciary duties, our Board of Directors will carefully review and consider MNC’s revised proposal to determine the course of action that it believes is in the best interests of Vista Outdoor stockholders. Just as we did with the initial proposal, the Board will evaluate the revised proposal under the framework contemplated by the merger agreement we entered into with CSG to acquire The Kinetic Group.

While the Board conducts its evaluation, we’d like to reiterate that the Board has not changed its recommendation in support of the acquisition of The Kinetic Group by CSG. As we shared on Friday, the sale to CSG cleared a major milestone when the United States Securities and Exchange Commission (SEC) declared effective Revelyst’s registration statement on Form S-4. This is a significant step forward and enabled us to schedule a stockholder vote to approve the transaction on May 16, 2024.

We are confident that our current plan will unlock shareholder value by separating Revelyst and The Kinetic Group segments into separate companies.

CSG’s ownership of our American-based ammunition brands will provide our 4,000 American workers with a long-term and steady owner that is fully committed to investing in the American workforce, American hunters and domestic and allied military and law enforcement customers.

Revelyst has dedicated significant time and resources preparing for its transformation into a standalone publicly traded company. The GEAR Up transformation program, which is expected to drive $100 million of run rate cost savings by fiscal year 2027, is the lynchpin of our brand-led, consumer obsessed and maker-fueled culture. We are excited for our brands, our employees and our stockholders to realize these hard earned and well strategized benefits.

We know that these recent developments have been distracting, but we continue to be so impressed by the dedication and hard work that you all do every day to deliver high quality, innovative products for our customers around the world.

Please understand that while the Board does its work, we are limited in what we can share, but we will keep you informed as we are able.

Thank you for your all that you do for Vista Outdoor and our customers.

Sincerely,
Eric Nyman, Revelyst CEO
Jason Vanderbrink, The Kinetic Group CEO



Forward-Looking Statements
Some of the statements made and information contained in these materials, excluding historical information, are “forward-looking statements,” including those that discuss, among other things: Vista Outdoor Inc.’s (“Vista Outdoor”, “we”, “us” or “our”) plans, objectives, expectations, intentions, strategies, goals, outlook or other non-historical matters; projections with respect to future revenues, income, earnings per share or other financial measures for Vista Outdoor; and the assumptions that underlie these matters. The words “believe,” “expect,” “anticipate,” “intend,” “aim,” “should” and similar expressions are intended to identify such forward-looking statements. To the extent that any such information is forward-looking, it is intended to fit within the safe harbor for forward-looking information provided by the Private Securities Litigation Reform Act of 1995.

Numerous risks, uncertainties and other factors could cause our actual results to differ materially from the expectations described in such forward-looking statements, including the following: risks related to the previously announced transaction among Vista Outdoor, Revelyst, Inc. (“Revelyst”), CSG Elevate II Inc., CSG Elevate III Inc. and CZECHOSLOVAK Group a.s. (the “Transaction”), including (i) the failure to receive, on a timely basis or otherwise, the required approval of the Transaction by our stockholders, (ii) the possibility that any or all of the various conditions to the consummation of the Transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals), (iii) the possibility that competing offers or acquisition proposals may be made, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement relating to the Transaction, including in circumstances which would require Vista Outdoor to pay a termination fee, (v) the effect of the announcement or pendency of the Transaction on our ability to attract, motivate or retain key executives and employees, our ability to maintain relationships with our customers, vendors, service providers and others with whom we do business, or our operating results and business generally, (vi) risks related to the Transaction diverting management’s attention from our ongoing business operations and (vii) that the Transaction may not achieve some or all of any anticipated benefits with respect to either business segment and that the Transaction may not be completed in accordance with our expected plans or anticipated timelines, or at all; impacts from the COVID-19 pandemic on our operations, the operations of our customers and suppliers and general economic conditions; supplier capacity constraints, production or shipping disruptions or quality or price issues affecting our operating costs; the supply, availability and costs of raw materials and components; increases in commodity, energy, and production costs; seasonality and weather conditions; our ability to complete acquisitions, realize expected benefits from acquisitions and integrate acquired businesses; reductions in or unexpected changes in or our inability to accurately forecast demand for ammunition, accessories, or other outdoor sports and recreation products; disruption in the service or significant increase in the cost of our primary delivery and shipping services for our products and components or a significant disruption at shipping ports; risks associated with diversification into new international and commercial markets, including regulatory compliance; our ability to take advantage of growth opportunities in international and commercial markets; our ability to obtain and maintain licenses to third-party technology; our ability to attract and retain key personnel; disruptions caused by catastrophic events; risks associated with our sales to significant retail customers, including unexpected cancellations, delays, and other changes to purchase orders; our competitive environment; our ability to adapt our products to changes in technology, the marketplace and customer preferences, including our ability to respond to shifting preferences of the end consumer from brick and mortar retail to online retail; our ability to maintain and enhance brand recognition and reputation; others’ use of social media to disseminate negative commentary about us, our products, and boycotts; the outcome of contingencies, including with respect to litigation and other proceedings relating to intellectual property, product liability, warranty liability, personal injury, and environmental remediation; our ability to comply with extensive federal, state and international laws, rules and regulations; changes in laws, rules and regulations relating to our business, such as federal and state ammunition regulations; risks associated with cybersecurity and other industrial and physical security threats; interest rate risk; changes in the current tariff structures; changes in tax rules or pronouncements; capital market volatility and the availability of financing; foreign currency exchange rates and fluctuations in those rates; general economic and business conditions in the United States and our markets outside the United States, including as a result of the war in Ukraine and the imposition of sanctions on Russia, the COVID-19 pandemic, conditions affecting employment levels, consumer confidence and spending, conditions in the retail environment, and other economic conditions affecting demand for our products and the financial health of our customers.

You are cautioned not to place undue reliance on any forward-looking statements we make, which are based only on information currently available to us and speak only as of the date hereof. A more detailed description of risk factors that may affect our operating results can be found in Part 1, Item 1A, Risk Factors, of our Annual Report on Form 10-K for fiscal year 2023, in Part II, Item 1A, Risk Factors, of our Quarterly Report on Form 10-Q for the third quarter of fiscal year 2024, and in the filings we make with the SEC from time to time. We undertake no obligation to update any forward-looking statements, except as otherwise required by law.

No Offer or Solicitation
This communication is neither an offer to sell, nor a solicitation of an offer to buy any securities, the solicitation of any vote, consent or approval in any jurisdiction pursuant to or in connection with the Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Additional Information and Where to Find It
These materials may be deemed to be solicitation material in respect of the Transaction. In connection with the Transaction, Revelyst, a subsidiary of Vista Outdoor, filed with the SEC a registration statement on Form S-4 in connection with the proposed issuance of shares of common stock of Revelyst to Vista Outdoor stockholders pursuant to the Transaction, which Form S-4 includes a proxy statement of Vista Outdoor that also constitutes a prospectus of Revelyst (the “proxy statement/prospectus”). INVESTORS AND STOCKHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING OUR PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE TRANSACTION. The registration statement was declared effective by the SEC on March 22, 2024, and we will mail the definitive proxy statement/prospectus to each of our stockholders entitled to vote at the meeting relating to the approval of the Transaction. Investors and stockholders may obtain the proxy statement/prospectus and any other documents free of charge through the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by Vista Outdoor are available free of charge on our website at www.vistaoutdoor.com.

Participants in Solicitation
Vista Outdoor, Revelyst, CSG Elevate II Inc., CSG Elevate III Inc. and CZECHOSLOVAK GROUP a.s. and their respective directors, executive officers and certain other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from our stockholders in respect of the Transaction. Information about our directors and executive officers is set forth in our proxy statement on Schedule 14A for our 2023 Annual Meeting of Stockholders, which was filed with the SEC on June 12, 2023, and subsequent statements of changes in beneficial ownership on file with the SEC. These documents are available free of charge through the SEC’s website at www.sec.gov. Additional information regarding the interests of potential participants in the solicitation of proxies in connection with the Transaction, which may, in some cases, be different than those of our stockholders generally, is also included in the proxy statement/prospectus relating to the Transaction.