Vista Outdoor (VSTO) to Acquire Foresight Sports for $474M

Vista Outdoor Inc. (NYSE: VSTO), a leading global designer, manufacturer, and marketer of products in the outdoor sports and recreation markets, today announced that it has entered into a definitive agreement to acquire San Diego-based Foresight Sports, a leading designer and manufacturer of golf performance analysis, entertainment, and game enhancement technologies, for $474 million. Foresight Sports is a vertically integrated engineering and manufacturing company that produces launch monitors, simulators, performance/entertainment software and smart mobility solutions for on- and off-course golf activities and a variety of other sports and games.

"The addition of Foresight Sports immediately positions Vista Outdoor as one of the top technology players in the golf industry. Foresight Sports is the industry leader in golf technology and launch monitor adoption, and I am pleased to welcome their team of over 150 dedicated employees to Vista Outdoor," said Vista Outdoor Chief Executive Officer Chris Metz. "Together under the same roof, Bushnell Golf and Foresight Sports will elevate their brands' strengths, engage and expand into new segments of the industry and drive growth and brand awareness at unprecedented scale. With more than 36 million golf participants in the U.S. alone, combined with growth in international, digital, and off-course settings, Vista Outdoor is well positioned as a leader in golf data collection, hardware development, game improvement and accuracy."

Foresight Sports has innovated both on – and off – course categories, with the most launch monitors and golf simulation solutions in retail stores, driving ranges, commercial facilities and homes worldwide. The Foresight Sports GCQuad launch monitor has been awarded Golf Digest's Editors' Choice Award for Best Launch Monitor for four consecutive years, and the product has become the launch monitor of choice for more PGA Tour players, top golf retailers and manufacturers, and coaches and fitters than any other technology. Beyond launch monitor technology, the company's Sim-In-A-Box line of golf simulators represents an entirely new category of compact, affordable indoor golf solutions that in just two years have commanded a leading share of the global simulator market.

Earlier this year, Vista Outdoor brand Bushnell Golf entered into an exclusive domestic partnership with Foresight Sports to bring pro-level launch monitor technology to the everyday golfer. The Launch Pro, a personal launch monitor built on the industry's best and most widely accepted technology, will be available for purchase at BushnellGolf.com and select golf retail outlets nationwide this Fall.

"Foresight Sports is early in the market penetration curve and their products, software and technology are poised to further disrupt the golf industry. Our financial stability, broad distribution and Centers of Excellence will immediately support their operations and drive accelerated growth," said Chief Financial Officer Sudhanshu Priyadarshi. "The strength of our balance sheet, combined with efficient capital deployment, enabled us to seize this opportunity to acquire a fast growing, high margin outdoor products business at an attractive multiple. The Foresight Sports acquisition will drive gross margin expansion and accelerate our trajectory towards long term higher operating margins. The recurring nature of their software and services products create sticky consumer relationships that we expect will expand our revenue, data collection and performance capabilities."

Details on the Proposed TransactionVista Outdoor has agreed to pay a gross purchase price of $474 million, subject to certain customary closing adjustments and not including contingent incentives of up to $25 million, upon the achievement of certain net sales targets. The gross purchase price includes a net present value of roughly $60 million in future tax benefits. For calendar year 2021, Foresight Sports' full year net sales and adjusted EBITDA are expected to be approximately $100 million and $50 million, respectively. Vista Outdoor expects the transaction to be immediately accretive to earnings, excluding transaction and transition costs.

Vista Outdoor expects to use cash on hand and available liquidity under its asset-based revolving credit facility, which is currently undrawn, to complete this transaction. Assuming satisfaction of customary closing conditions, Vista Outdoor expects to close the transaction in the third fiscal quarter of FY 2022.

PricewaterhouseCoopers Corporate Finance LLC served as financial advisor and Gunderson Dettmer, LLP served as legal advisor to Foresight Sports.

Reed Smith LLP served as legal advisor to Vista Outdoor in connection with the transaction.

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