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Vista Outdoor (VSTO) to Acquire Simms Fishing Products for $192.5 Million

July 27, 2022 4:45 PM EDT

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Vista Outdoor Inc. (NYSE: VSTO), the parent company of 39 renowned brands that design, manufacture and market sporting and outdoor products to consumers around the globe, today announced the acquisition of Simms Fishing Products for a purchase price of $192.5 million. The gross purchase price includes a net present value of roughly $20 million in future tax benefits. Simms is a premium fishing brand and leading designer, marketer and manufacturer of waders, outerwear, footwear and technical apparel.

Headquartered in Bozeman, Mont., Simms was founded in 1980 and later acquired in 1993 by K.C. Walsh, its current Executive Chairman. Walsh's initial vision for Simms was to create the most beloved brand in sport fishing that could marry his passion for fishing with his commitment to fisheries conservation. This vision has endured as Simms is now one of the most highly innovative fishing gear and apparel companies and a purpose-driven brand that resonates with consumers across the globe. The company's products are used by more than 8,500 Simms-sponsored fishing professionals and are distributed through specialty retail stores, both domestically and internationally, and directly to consumers through simmsfishing.com. Fishing continues to be a popular and highly accessible activity, with more than 55 million fishing participants in the United States alone.

"Simms is the perfect fit for our diversified portfolio of leading, iconic outdoor brands," said Chris Metz, Vista Outdoor CEO. "Simms broadens our core addressable market into the highly attractive fishing category with a premium, innovative brand with significant room for growth. Simms will be a central plank in our long-term growth strategy and will be the anchor of our new fishing platform within Outdoor Products. Fishing, particularly fly fishing where Simms has its roots, is a natural adjacency to our Outdoor Products business and Simms serves an enthusiast consumer demographic that has proven to be largely recession-resistant over time. With a beloved, household name brand like Simms leading the way, we believe that we can create a fishing platform that serves the 55 million+ anglers while delivering long-term growth and value for our shareholders for years to come."

"Equally important, Simms is the right cultural fit for Vista Outdoor and our soon-to-be-formed Outdoor Products company. Expanding conservation and access to natural waters are a core mission for the leaders and employees of Simms, just as they are for Vista Outdoor. We share this passion for conserving the places where we hunt, fish, hike and recreate, and we look forward to applying this shared ethic to lands and waters across the globe. After the separation of Vista Outdoor's Sporting and Outdoor Products segments, Simms will enable the Outdoor Products segment to become one of the largest, most diversified outdoor recreation companies in the industry," concluded Metz.

The world's best anglers wear Simms as they have developed the largest guide and ambassador network in the industry and a passionate following among enthusiast and professional anglers, which together drives brand awareness, consumer adoption and innovation across its brand and product categories. This success has enabled Simms to positively impact fisheries conservation through support for more than 30 conservation organizations and an unwavering commitment to keep anglers on the water for generations to come.

"Simms Fishing Products has become the most exciting brand in sport fishing, driving product innovation with our award-winning apparel, outerwear, footwear, and accessories," said Walsh. "Through our high-performance products, we encourage anglers to spend more time on the water—while advocating for healthy fisheries, responsible use, and clean water.

"We are thrilled to be joining the Vista Outdoor family of brands. It is hard to imagine a better partner for Simms. Vista Outdoor is committed to helping us build continued momentum through operational expertise, access to growth capital and their Supply Chain and Digital Centers of Excellence.

"The decision to locate the headquarters of the soon-to-be separated Outdoor Products segment in Bozeman made our decision even easier, as it will reinforce Simms' made-in-Montana heritage and strong commitment to our local community. We are also closely aligned with the Vista Outdoor Foundation's commitment to fish & wildlife conservation and their work with veterans groups. Joining Vista Outdoor is an exciting new era for Simms and very positive for our 170 Bozeman-based employees and the thousands of Simms retailers around the globe," concluded Walsh.

Current Simms Chief Executive Officer Casey Sheahan will continue to lead day-to-day operations of Simms, and K.C. Walsh will continue as a strategic advisor and conservation and government affairs advocate. The current Simms management team and existing employee base also will remain in place.

Simms will be part of Vista Outdoor's Outdoor Products segment and will be included in the new Outdoor Products Company upon the completion of the previously announced separation.

Details on the Proposed Transaction

Vista Outdoor has agreed to pay a gross purchase price of $192.5 million, subject to certain customary closing adjustments. The gross purchase price includes a net present value of roughly $20 million in future tax benefits. Simms grew net sales by a compound annual growth rate of approximately 15% from calendar year 2019 to 2021 and is expected to grow in excess of that in calendar year 2022. Vista Outdoor expects the transaction to be accretive to earnings, excluding transaction costs, transition costs and inventory step-up, in Fiscal Year 2024.

Vista Outdoor expects to finance this acquisition via an existing ABL credit facility. Vista Outdoor expects to close the transaction in the second fiscal quarter of FY 2023, subject to the receipt of regulatory approvals and other customary closing conditions. Following the closing of this transaction, Vista Outdoor's leverage ratio is expected to be approximately 1.6 times, well within its target leverage ratio of one to two times. Vista Outdoor expects to de-lever to roughly 1.5 times by the end of the fiscal 2023. Furthermore, following the closing of this transaction, Vista Outdoor does not anticipate additional material acquisitions prior to the separation.

Robert W. Baird & Co. served as financial advisor and Perkins Coie LLP served as legal advisor to Simms Fishing Products.

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



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