Late last week, Vista Outdoor, Inc ( NYSE: VSTO) announced it had received a little Thanksgiving surprise: an “unsolicited proposal from Colt CZ Group SE (Colt CZ) to combine Colt CZ and Vista Outdoor in a “cash and stock transaction” that would be based on an estimated $30 per share of common stock.
For more than a month, we’ve been hearing whispers that Colt CZ was decidedly unhappy at a letter of agreement where Vista would sell its Sporting Products business to Czechoslovak Group. That all-cash deal that, if approved, would create “an enterprise value of $1.9 billion”.
Seems Colt CZ Group isn’t willing to let that deal go without a protracted battle. Their unsolicited offer puts Vista’s officials in an interesting position. Do they proceed with their proposed deal with Czechoslovak Group and risk a shareholder protest? Do they reopen negotiations and risk Colt CZ pulling their offer?
Here’s the official response: “Vista Outdoor’s Board of Directors has not made any determination with respect to the Colt CZ proposal within the framework contemplated by the existing merger agreement with CSG, which remains in effect, nor has it changed its recommendation in support of the acquisition of its Sporting Products business by CSG.”
Consequently, Vista says, its board will “carefully review the Colt CZ proposal, in accordance with its fiduciary duties and its obligations under the existing merger agreement with CSG, in consultation with its financial and legal advisors.”
They remain, they say, committed to protecting the best interests of shareholders.
While we’ve been on vacation, the investor community in Europe has been following the proposal-closely. When Colt CZ announced it would be keeping the company together -effectively scrapping Vista’s proposed sale of the Sporting Products group- they were quick to remind shareholders that the breakup plan, when announced, caused a significant reduction in share prices.
“We,” they wrote, “would keep the company together, allowing continuing upside for current Vista shareholders with the ‘New Vista’ retaining its (stock) listing in the U.S.”
This is one deal that promises to get more convoluted before concluding. And, as always, we’ll keep you posted.
Another Thanksgiving-eve deal, the sale of the Athlon Publishing business Arena Group acquired as an unwanted portion of their Parade magazine acquisition, is a deal that may have surprised some, but had been working almost since Arena made the initial buy. The bundle of magazines and digital properties, had been shopped by Arena for more than a year.
While Arena Group Holdings’ properties include Sports Illustrated, it seems the Athlon properties - essentially firearms related- were never seriously part of Arena’s long-term plans. In fact, the announcement to employees announcing the sale specifically pointed out that fact.
I’ve been told that the acquirers include one-or more- industry insiders, along with a group of former Arena employees put a plan together that made sense to Arena. Whether it will make sense to the marketplace to pull behind the new owners with much-needed advertising support remains to be seen. And that’s not taking a cheap shot at another industry-reliant business.
Media companies across the spectra have been shedding staffers at a prodigious rate this year. According to the latest Challenger, Gray & Christmas numbers, more than twenty thousand jobs have been lost in the media this year. To put that in perspective, it’s more than six times the number of jobs lost in the same time period last year.
As I’ve written more than once, not writing another obituary for a media outlet would be just fine with me.
As always, we’ll keep you posted.
— Jim Shepherd