VSTO Vista Outdoor Inc

AMENDMENT NO. 5 TO AGREEMENT AND PLAN OF MERGER

This Amendment No. 5, dated September 12, 2024 (this “Amendment”), to the Merger Agreement (as defined below) is by and among Vista Outdoor Inc., a Delaware corporation (“Company”), Revelyst, Inc., a Delaware corporation and a direct wholly owned subsidiary of Company (“Outdoor Products”), CSG Elevate II Inc., a Delaware corporation (“Parent”), CSG Elevate III Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Czechoslovak Group a.s., a joint stock company incorporated under the laws of the Czech Republic (“CSG” and, together with Company, Outdoor Products, Parent and Merger Sub, the “Parties”).

Each capitalized term used and not defined herein has the meaning set forth in the Merger Agreement.

WHEREAS, the Parties are parties to that certain Agreement and Plan of Merger, dated October 15, 2023, as amended on May 27, 2024, June 23, 2024, July 7, 2024 and July 21, 2024 (the “Merger Agreement”).

WHEREAS, subject to the terms and conditions contained in the Revelyst Stock Purchase Agreement substantially in the form attached hereto as Exhibit A (the “Revelyst Stock Purchase Agreement”), Purchaser has agreed to purchase, and the Company has agreed to sell to Parent a number of shares of Outdoor Products Common Stock equal to 7.5% of the fully diluted outstanding shares of Outdoor Products Common Stock as of the Closing (after giving effect to the Contribution including, for the avoidance of doubt, the shares of Outdoor Products Common Stock to be transferred by Company to Merger Sub Parent pursuant to the Revelyst Stock Purchase Agreement ) for an aggregate purchase price of $150,000,000.

WHEREAS, the Merger Agreement currently contemplates that the Merger Consideration is comprised of (A) one fully paid and non-assessable share of Outdoor Products Common Stock and (B) $24.00 (such cash amount, the “Cash Consideration”).

WHEREAS, the Parties wish to increase the amount of the Cash Consideration from $24.00 to $28.00.

WHEREAS, Section 8.04 of the Merger Agreement provides that any amendment to the Merger Agreement shall be valid only if set forth in an instrument in writing signed on behalf of each of the Parties.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

(c) The number of shares of Outdoor Products Common Stock issued to Company pursuant to the Contribution (as defined in the Separation Agreement) shall equal (i) the number of shares of Company Common Stock outstanding on the Closing Date immediately following completion of the Internal Transactions (but excluding all shares of Company Common Stock to be canceled pursuant to Section 2.01(b) and all Appraisal Shares) plus (ii) the number of shares of Outdoor Products Common Stock to be transferred by Company to Merger Sub Parent pursuant to the Revelyst Stock Purchase Agreement minus (iii) the number of shares of Outdoor Products Common Stock outstanding at such time, such that the Merger Consideration distributed in accordance with Section 2.03 shall comprise all of the issued and outstanding shares of Outdoor Products Common Stock, all of which shall, immediately prior to such distribution, be held by Company, other than the shares of Outdoor Products Common Stock transferred by Company to Merger Sub Parent pursuant to the Revelyst Stock Purchase Agreement.

“Contribution Amount” means (A) the Subscription Amount minus (B) Estimated Closing Debt plus (C) Estimated Closing Non-Cash Debt minus (D) Estimated Transaction Expenses minus (E) Estimated Closing Taxes plus (F) the Revelyst Stock Purchase Agreement Purchase Price.

“Revelyst Stock Purchase Agreement” means the stock purchase agreement, substantially in the form attached hereto as Exhibit J, to be entered into by Parent, Company and Outdoor Products immediately prior to the Closing.”

“Revelyst Stock Purchase Agreement Purchase Price” means $150,000,000.

SECTION 6.20.     Revelyst Stock Purchase Agreement.  Immediately prior to the Closing, each of Company, Outdoor Products and Parent shall execute and deliver the Revelyst Stock Purchase Agreement.

Exhibit J          Revelyst Stock Purchase Agreement

[Signature Page Follows]

IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be executed as of the date first written above.

	VISTA OUTDOOR INC.
	By:	/s/ Jason Vanderbrink
		Name:	Jason Vanderbrink
		Title:	Co-Chief Executive Officer
	By:	/s/ Eric Nyman
		Name:	Eric Nyman
		Title:	Co-Chief Executive Officer

Exhibit A

Revelyst Stock Purchase Agreement

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement, dated as of [●] (this “Agreement”), is entered into by and between Revelyst, Inc., a Delaware corporation (the “Issuer” or “Revelyst”), Vista Outdoor Inc., a Delaware corporation (the “Seller”), and CSG Elevate II Inc., a Delaware corporation (the “Purchaser”). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Merger Agreement referred to below.

WHEREAS, each of the Seller, the Issuer and the Purchaser have entered into an Agreement and Plan of Merger, dated as of October 15, 2023 (as amended from time to time, the “Merger Agreement”), by and among the Seller, the Issuer, the Purchaser, CSG Elevate III Inc., a Delaware corporation and a direct wholly owned Subsidiary of Purchaser, and, solely for the purposes of specific provisions therein, CZECHOSLOVAK GROUP a.s., a joint stock company incorporated under the laws of the Czech Republic; and

WHEREAS, in connection with the consummation of the Merger, the Seller, the Purchaser and the Issuer have agreed to enter into this Agreement, pursuant to which the Purchaser shall purchase from the Seller, and the Seller shall sell to the Purchaser, on the terms and subject to the conditions of this Agreement, the Purchased Shares.

NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the Seller, the Purchaser and the Issuer hereby agree as follows:

1.            PURCHASE AND SALE.  Subject to the consummation of the Contribution and the Subscription, and immediately prior to the effectiveness of the Merger, the Purchaser hereby agrees to purchase, and the Seller agrees to sell to the Purchaser, a number of shares of Common Stock equal to 7.5% of the fully diluted outstanding shares of Common Stock on the date hereof (after giving effect to the Contribution including, for the avoidance of doubt, the issuance of the Purchased Shares) (the “Purchased Shares”) for an aggregate purchase price of $150,000,000, payable on the date hereof by wire transfer of immediately available funds to an account designated in writing by the Seller. Upon receipt by the Seller of payment for the Purchased Shares, the Seller shall transfer to the Purchaser the Purchased Shares in accordance with this Agreement and the Merger Agreement.  The Purchaser agrees that the Purchased Shares shall be subject to the restrictions on transfer set forth in Section 6(b) of this Agreement.

The Issuer represents and warrants to the Seller and the Purchaser as follows:

(a)          The Issuer is duly organized and validly existing under the Laws of the state of Delaware.

(b)          The Issuer has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Issuer has duly authorized all requisite corporate action with respect to this Agreement and the consummation of the transactions contemplated hereby and, when executed and delivered by the Purchaser and the Seller, this Agreement will constitute the valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms.

(c)          The Purchased Shares, when issued to the Seller in accordance with the provisions of the Separation Agreement, will be duly authorized and validly issued by the Issuer, and will represent fully paid and nonassessable shares of the Issuer without preemptive or other similar rights, free and clear of any liens or other encumbrances.

(d)          No third-party consents or approvals (including governmental consents or approvals) are required to be obtained, made or given in order to permit the Issuer to execute and deliver this Agreement and to perform its obligations hereunder except for any that have been received or the absence of which would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Issuer’s ability to consummate the transactions contemplated by this Agreement.

(e)          Neither the execution and delivery of this Agreement by the Issuer nor the consummation of any of the transactions contemplated hereby will violate or conflict with, or result in a breach of, or constitute a default under (whether upon notice or the passage of time or both) any (i) contract to which the Issuer is a party or (ii) applicable Laws to which the Issuer is subject, in each case except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Issuer’s ability to consummate the transactions contemplated by this Agreement.

The Seller represents and warrants to the Issuer and the Purchaser as follows:

(a)          The Seller holds and has good, valid and marketable title to the Purchased Shares and has the power and authority to transfer and deliver to the Purchaser the Purchased Shares, free and clear of any liens or other encumbrances (other than restrictions pursuant to the terms of this Agreement) and is the record owner thereof.  Assuming the Purchaser has the requisite power and authority to be the lawful owner of the Purchased Shares, upon receipt by the Seller of the consideration deliverable to the Seller pursuant to Section 1, good, valid and marketable title to the Purchased Shares will pass to the Purchaser, free and clear of any liens or other encumbrances (other than restrictions pursuant to the terms of this Agreement).

(b)          The Seller has the requisite corporate or other applicable power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  This Agreement and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate, limited liability company or similar action.  This Agreement has been duly and validly executed and delivered by the Seller and constitutes the valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Laws affecting creditors’ rights generally and general principles of equity).  The Seller is a validly existing entity under the Laws of Delaware.

(c)          No third-party consents or approvals (including governmental consents or approvals) are required to be obtained, made or given in order to permit the Seller to execute and deliver this Agreement and to perform its obligations hereunder except for any that have been received or the absence of which would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Seller’s ability to consummate the transactions contemplated by this Agreement.

(d)          Neither the execution and delivery of this Agreement by the Seller nor the consummation of any of the transactions contemplated hereby will violate or conflict with, or result in a breach of, or constitute a default under (whether upon notice or the passage of time or both) any (i) contract to which the Seller is a party or (ii) applicable Laws to which the Seller is subject, in each case except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Seller’s ability to consummate the transactions contemplated by this Agreement.

The Purchaser represents and warrants to the Seller and the Issuer as follows:

(a)          The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser is acquiring the Purchased Shares for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of the Purchased Shares, except pursuant to sales registered or exempt from registration under the Securities Act.

(b)          The Purchaser acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Purchased Shares. The Purchaser has had an opportunity to ask questions and receive answers from the Issuer regarding the business, properties, prospects and financial condition of the Issuer.

(c)          The Purchaser understands and acknowledges that the Purchased Shares will be “restricted securities” under the U.S. federal securities Laws, as they have been acquired by the Seller from the Issuer in a transaction not involving a public offering and that, under such Laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the Purchaser represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

(d)          The Purchaser has the requisite corporate or other applicable power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  This Agreement and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all requisite corporate, limited liability company or similar action.  This Agreement has been duly and validly executed and delivered by the Purchaser and constitutes the valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Laws affecting creditors’ rights generally and general principles of equity).  The Purchaser is a validly existing entity under the Laws of the jurisdiction of its incorporation or formation.

(e)          No third-party consents or approvals (including governmental consents or approvals) are required to be obtained, made or given in order to permit the Purchaser to execute and deliver this Agreement and to perform its obligations hereunder, except for any that have been received or the absence of which would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement.

(f)          Neither the execution and delivery of this Agreement by the Purchaser nor the consummation of any of the transactions contemplated hereby will (i) cause Purchaser to become the beneficial owner of greater than 9.9% of the issued and outstanding Common Stock or (ii) violate or conflict with, or result in a breach of, or constitute a default under (whether upon notice or the passage of time or both) any (x) contract to which the Purchaser is a party or (y) applicable Laws to which the Purchaser is subject, in the case of clauses (ii)(x) and (ii)(y), except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement.

The Purchaser further acknowledges the following as of the date hereof:

(a)          The offer and sale to the Purchaser of the Purchased Shares have not been registered under the Securities Act nor qualified under any U.S. state securities Laws.

(b)          Each security representing any Purchased Share and all Purchased Shares (unless registered under the Securities Act) shall include a legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

(a)          The Purchaser shall not offer, sell, assign or otherwise transfer any portion of the Purchased Shares except in accordance with an exemption from registration, including under Rule 144 under the Securities Act.

(b)          Until the date that is the two‑year anniversary of the date hereof (the “Lock-Up Period”), the Purchaser will not (i) Transfer any Purchased Shares or (ii) make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a short sale of or the purpose of which is to offset the loss which results from a decline in the market price of, any Purchased Shares, or otherwise establish or increase, directly or indirectly, a put equivalent position, as defined in Rule 16a‑1(h) under the Exchange Act, with respect to any of the Purchased Shares. Notwithstanding the foregoing, the Purchaser shall be permitted to Transfer any portion or all of the Purchased Shares at any time under the following circumstances:

(i)          Transfers to any third party with the prior written consent of the Issuer (such consent not to be unreasonably withheld, delayed or conditioned); provided that such third party shall be required to agree in writing to be bound by the covenants of Purchaser set forth in this Section 6 as though made by such third party;

(ii)         Transfers in connection with (A) any third party tender or exchange offer involving the Common Stock that has been approved by the Board of Directors of the Issuer or (B) any tender or exchange offer by the Issuer (and, for the avoidance of doubt, if the Purchaser does Transfer Purchased Shares to a third party in connection with such tender or exchange offer, the restrictions set forth in this Section 6(b) shall not apply to such third party with respect to such Purchased Shares); or

(iii)        Transfers that have been approved in writing in advance by the Issuer (and, for the avoidance of doubt, if the Purchaser does Transfer Purchased Shares to a third party with such approval, the restrictions set forth in this Section 6(b) shall not apply to such third party with respect to such Purchased Shares).

7.            LISTING.  The Issuer will use commercially reasonable efforts to (i) procure, at its sole expense, following the expiration of the Lock-Up Period, the listing of such Purchased Shares issuable pursuant to this Agreement on all principal stock exchanges on which shares of Common Stock are then listed or traded and (ii) maintain such listings of the Purchased Shares for so long as shares of Common Stock are so listed or traded.

(a)          Terms Defined.  As used in this Agreement, the following terms have the respective meanings set forth below:

“Common Stock” means the Issuer’s common stock, par value $0.01 per share.

“Transfer” by any Person means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or otherwise dispose of or transfer (by the operation of Law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement, agreement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition or transfer (by the operation of Law or otherwise), of any shares of equity securities beneficially owned by such Person or of any interest in any shares of equity securities beneficially owned by such Person.  The terms “Transfers”, “Transferred” and “Transferring” shall have correlative meanings.

(b)          Directly or Indirectly.  Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision will be applicable whether such action is taken directly or indirectly by such Person.

(c)          Governing Law; Jurisdiction.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.  EACH OF THE PARTIES HERETO AGREES (A) TO SUBMIT TO THE NON-EXCLUSIVE PERSONAL JURISDICTION OF THE STATE OR FEDERAL COURTS IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK, (B) THAT NON-EXCLUSIVE JURISDICTION AND VENUE SHALL LIE IN THE STATE OR FEDERAL COURTS IN THE STATE OF NEW YORK, AND (C) THAT NOTICE MAY BE SERVED UPON SUCH PARTY AT THE ADDRESS AND IN THE MANNER SET FORTH FOR SUCH PARTY IN SECTION 9(a) HEREOF.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THE TRANSACTION DOCUMENTS (AS DEFINED IN THE MERGER AGREEMENT) OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

(d)          Section Headings.  The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof.

(e)          Construction.  This Agreement has been freely and fairly negotiated between the parties.  If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement.  The words “include”, “includes”, and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires.  The words “this Agreement”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited.

(a)          Notices. Any notice, request, instruction or other document to be given hereunder by any party to any other party shall be in writing and shall be deemed to have been duly given (a) on the date of delivery if delivered personally upon confirmation of receipt, or (b) on the second Business Day following the date of dispatch if delivered by a nationally recognized next day courier service, in each case with a copy sent concurrently by e-mail.  All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.

(b)          Assignment; Successors.  This Agreement is not assignable by any party without the prior written consent of the other parties.  This Agreement and the rights, powers and duties set forth herein will inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties.  The provisions of this Agreement are for the sole benefit of the parties and their successors and permitted assigns, and it will not be construed as conferring any rights on any third party, including any third party beneficiary rights.

(c)          Entire Agreement; Amendment and Waiver.  This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understandings among such parties with respect to the matters covered herein.  This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of each of the parties hereto.

(d)          Severability.  If any provision of this Agreement or the application of such provision to any Person or circumstance is held to be invalid by any court of competent jurisdiction, the remainder of this Agreement or the application of such provision to Persons or circumstances other than those to which it is held invalid will not be affected thereby.  Upon such determination that any provision or the application thereof is invalid, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law.

(e)          Counterparts; Facsimile and PDF Signatures.  This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement.  The exchange of copies of this Agreement and of signature pages by facsimile or portable document format (PDF) transmission shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement for all purposes.  Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

(f)          Withholding. The parties hereto shall be entitled to deduct and withhold (or cause to be deducted and withheld) from the amounts otherwise payable pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payments under applicable Law[; provided that, the parties hereto agree that no withholding or deduction shall be required on the amounts payable pursuant to this Agreement].

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives.

Vista Outdoor Announces Cash Consideration for CSG Transaction Increased to $28 Per Share

CSG Agrees to Purchase 7.5% of Standalone Revelyst for $150 Million, Valuing Revelyst at $2.0 Billion

Revelyst Plans to Establish Share Repurchase Program Following Closing of CSG Transaction

Continues to Engage with MNC and Urges MNC to Provide a Best and Final Proposal

Gates Capital Is a Conflicted Party – Vista Outdoor’s Second Largest Stockholder Revealed as an Investor in MNC’s Proposal

ANOKA, Minn. -- September 13, 2024 - Vista Outdoor Inc.’s (“Vista Outdoor”, the “Company”) (NYSE: VSTO) Board of Directors today issued the following statement:

We take seriously our duty to maximize value for stockholders. In our continued efforts to maximize stockholder value and in response to stockholder feedback, we have been conducting a thorough process with financial and legal advisors to evaluate all strategic alternatives for our businesses. We are pleased to report that the Board’s process has yielded significant value for our stockholders.

After extensive diligence, CSG has agreed to make a significant investment in Revelyst which delivers increased cash consideration to stockholders. On September 12, the Company entered into an amendment to the merger agreement with Czechoslovak Group a.s. (“CSG”) in which CSG has agreed to purchase shares representing 7.5% of standalone Revelyst for $150 million (the “Revised CSG Transaction”) at a price of ~$31 per Revelyst share, valuing Revelyst at $2.0 billion.

Vista Outdoor notes that the Company’s GEAR Up transformation program is delivering value in line with prior guidance. Revelyst continues to gain market share in key categories and is on track to double Adjusted EBITDA sequentially for the quarter and for the full year.

The $150 million of cash payable by CSG for the purchase of Revelyst shares plus additional cash from Vista Outdoor’s balance sheet will be returned to Vista Outdoor stockholders, increasing the cash consideration payable in the Revised CSG Transaction by $4 per share to $28 per share. At the closing of the Revised CSG Transaction, Vista Outdoor stockholders will receive $28 in cash per share and one share of Revelyst common stock for each share of Vista Outdoor common stock.

Following the closing of the CSG Transaction, Revelyst plans to establish an initial $50 million share repurchase program.

The MNC Revised Proposal significantly undervalues The Kinetic Group and Revelyst compared to the Revised CSG Transaction. On September 6, we received a revised proposal from MNC to acquire the Company for $43 in cash per share (the “MNC Revised Proposal”). Documentation delivered to the Board in connection with the MNC Revised Proposal implies a value of ~$1.9 billion for The Kinetic Group and ~$1.2 billion for Revelyst. In comparison, the Revised CSG Transaction represents a value of $2.15 billion for The Kinetic Group and an investment in Revelyst at a value of $2.0 billion.

We have engaged extensively with MNC, accommodated MNC’s diligence requests, and provided access to management. MNC has publicly confirmed that it completed its diligence. The Company notes that the MNC Revised Proposal does not represent an increase in enterprise value compared to MNC’s prior proposal when considering Vista Outdoor’s cash generated and lower net debt; however, we will continue to constructively engage with MNC and urge MNC to deliver its best and final proposal as soon as possible.

Gates Capital is a conflicted party. The Board recently learned that the Company’s second largest stockholder, Gates Capital Management Inc. (“Gates Capital”), is included in MNC’s equity consortium. Given its involvement with MNC, Gates Capital’s public expression in favor of MNC’s proposal reflects a bias and conflict of interest. Consequently, Gates Capital’s interests are not aligned with those of other Vista Outdoor stockholders. We urge stockholders to make their own informed decision based on the valuation differential between the Revised CSG Transaction and the MNC Revised Proposal.

The Board is, and has always been, committed to maximizing value for all Vista Outdoor stockholders and remains open to opportunities that achieve this goal. The Board continues to recommend Vista Outdoor stockholders vote in favor of the proposal to adopt the merger agreement with CSG at the special meeting of stockholders (the “Special Meeting”), which will be held at 9:00 am (Central Time) on September 27, 2024.

Morgan Stanley & Co. LLC is acting as sole financial adviser to Vista Outdoor and Cravath, Swaine & Moore LLP is acting as legal adviser to Vista Outdoor. Moelis & Company LLC is acting as sole financial adviser to the independent directors of Vista Outdoor and Gibson, Dunn & Crutcher LLP is acting as legal adviser to the independent directors of Vista Outdoor.

About Vista Outdoor Inc.

Vista Outdoor (NYSE: VSTO) is the parent company of more than three dozen renowned brands that design, manufacture and market sporting and outdoor products. Brands include Bushnell, CamelBak, Bushnell Golf, Foresight Sports, Fox Racing, Bell Helmets, Camp Chef, Giro, Simms Fishing, QuietKat, Stone Glacier, Federal Ammunition, Remington Ammunition and more. Our reporting segments, Outdoor Products and Sporting Products, provide consumers with a wide range of performance-driven, high-quality and innovative outdoor and sporting products. For news and information, visit our website at www.vistaoutdoor.com.

Forward-Looking Statements

Some of the statements made and information contained in this press release, 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; risks related to the review of strategic alternatives announced on July 30, 2024 (“Review”), including (i) the terms, structure, benefits and costs of any transaction that may result from the Review, (ii) the timing of any such transaction that may result from the Review and whether any such transaction will be consummated at all, (iii) the effect of the announcement of the Review 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, (iv) risks related to the Review diverting management’s attention from our ongoing business operations, (v) the costs or expenses resulting from the Review, (vi) any litigation relating to the Review and (vii) the Review may not achieve some or all of any anticipated benefits of the Review; 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; our association with the firearms industry; 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 conflict in the Gaza strip, the COVID-19 pandemic or another 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 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 have mailed 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 2024 Annual Meeting of Stockholders, which was filed with the SEC on July 24, 2024, 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.

Investor Contact:

Tyler Lindwall

Phone: 612-704-0147

Email: investor.relations@vistaoutdoor.com

Media Contact:

Eric Smith

Phone: 720-772-0877

Email: media.relations@vistaoutdoor.com