Vista Outdoor (VSTO) to Separate its Outdoor Products and Sporting Products Segments Into Two Independent, Publicly-Traded Companies

Vista Outdoor Inc. ("Vista", the "Company" or "we") (NYSE: VSTO) today announced that its Board of Directors has unanimously approved a plan to separate its Outdoor Products and Sporting Products segments into two independent, publicly-traded companies. The Company expects to create these companies through a tax-free spin-off of its Outdoor Products segment to Vista Outdoor shareholders. Following the separation, the Company's Outdoor Products segment will be an industry-leading platform of outdoor brands including CamelBak, Bell, Giro, Camp Chef, Bushnell, Bushnell Golf, Foresight Sports, Stone Glacier and QuietKat. As an independent company, Sporting Products will continue to focus on ammunition categories through its renowned brands including Federal, Remington, CCI, Speer, Estate Cartridge and HEVI-Shot.

Compelling Strategic Benefits

The separation is expected to create a number of compelling benefits, including:

• Enhanced strategic focus with supporting resources: Enhanced strategic focus with resources to support each company's specific operational needs and growth drivers.
• Tailored capital allocation priorities: Tailored capital allocation philosophies that are better suited to support each company's distinctive business model and long-term goals.
• Strengthened ability to attract and retain top talent: Enhanced ability to attract and retain top talent that is ideally suited to execute each company's strategic and operational objectives.
• Compelling value for shareholders: Differentiated and compelling investment opportunity based on each company's particular business model. Vista Outdoor anticipates that, as separate, independent companies, Outdoor Products and Sporting Products will each be better positioned to be more appropriately valued by the market.
• Expanded strategic opportunities: Improved focus will allow Outdoor Products to further cement its reputation as the acquirer of choice through continued M&A in the outdoor recreation products marketplace and enable Sporting Products to secure attractive partnerships with other manufacturers.

"Over the past few years, we've made significant progress executing on our strategy to grow our leading portfolio of brands, driving operational efficiencies and delivering value to our shareholders," said Chris Metz, Chief Executive Officer of Vista Outdoor. "As a result of our efforts, we have built strong businesses that are well-positioned for continued growth and success as independent companies. As a result of the separation, our Outdoor Products and Sporting Products businesses will have resources, management teams and capital allocation priorities tailored to their respective strategic goals. We are confident that this increased focus will better allow each company to deliver long-term value for its shareholders, employees, customers and other stakeholders. The Centers of Excellence we have built will reside within the Outdoor Products business and continue to provide meaningful industry differentiation."

"Following a thorough assessment of Vista Outdoor's businesses, operations and value creation opportunities, the Board determined that a spin-off of its Outdoor Products business would unlock significant value," said Michael Callahan, Chairman of the Board of Directors. "We are committed to working together through this transformative process to ensure that each company is optimized with the right teams and resources in place so that it can continue to deliver innovative, quality products that enhance outdoor experiences and create value for its shareholders."

Outdoor Products to Expand its Industry-Leading, Diversified Platform of Iconic Outdoor Brands

Following the separation, Outdoor Products (to be renamed at a later date) will be an industry-leading, diversified platform of iconic outdoor brands, including CamelBak, Bell, Giro, Camp Chef, Bushnell, Bushnell Golf, Foresight Sports, Stone Glacier and QuietKat, among others. With its portfolio of brands, deep customer relationships, operational expertise and shared financial resources, Outdoor Products will immediately be a leading provider of products for outdoor enthusiasts around the globe. Outdoor Products will serve consumers in a diverse and fast-growing set of categories, representing an estimated $30 billion domestic market in its core and immediately adjacent end markets, with an estimated total global addressable market in excess of $100 billion. Outdoor Products will be led by a dedicated management team that will be better positioned to focus on capturing value in distribution channels, supply chain management and logistics. Outdoor Products' capital allocation strategy will prioritize growth through the strategic acquisition of complementary outdoor businesses, as well as reinvestment in organic growth through new product development, marketing and expanded e-commerce and international sales.

Outdoor Products will be led by Chris Metz as Chief Executive Officer and Sudhanshu Priyadarshi as Chief Financial Officer following completion of the separation. The other members of the Outdoor Products leadership team will be announced at a later date. Outdoor Products will be headquartered in Bozeman, Montana.

Sporting Products to Continue as the World's Leading Manufacturer of Ammunition

Following the spin-off, Sporting Products (to be renamed at a later date) will continue to be the world's leading manufacturer of ammunition. Its brands, which include Federal, Remington, CCI, Speer, Estate Cartridge and HEVI-Shot, are beloved by hunters, recreational shooters and law enforcement around the world. Sporting Products will continue to drive growth, operational efficiencies and cash flow by leveraging its unmatched operational expertise, scale, and customer relationships. Sporting Products' capital allocation strategy will prioritize using its strong cash flow for returning capital to shareholders. With its leading portfolio of ammunition brands and four domestic manufacturing facilities, Sporting Products will be well-positioned to continue meeting increased demand from its growing and increasingly diverse consumer base and greater hunting participation.

Jason Vanderbrink, who is currently President of Sporting Products, will be appointed Chief Executive Officer following completion of the separation. The other members of the Sporting Products leadership team will be announced at a later date. Sporting Products will continue to be headquartered in Anoka, Minnesota.

Details of the Spin-Off

Vista Outdoor anticipates that the transaction will be in the form of a distribution to its shareholders of 100% of the stock of Outdoor Products, which will become a new, independent publicly traded company. The distribution is intended to be tax-free to U.S. shareholders for U.S. federal income tax purposes.

Vista Outdoor currently expects the transaction will be completed in calendar year 2023, subject to final approval by the Company's Board of Directors, a Form 10 registration statement being declared effective by the U.S. Securities and Exchange Commission, regulatory approvals and satisfaction of other conditions. There can be no assurance regarding the ultimate timing of the proposed transaction or that the transaction will be completed.

Advisors

Morgan Stanley & Co. LLC is acting as sole financial advisor and Cravath, Swaine & Moore LLP is acting as legal advisor to the Company.

Conference Call and Webcast Information

Vista Outdoor separately reported its fourth quarter and fiscal year 2022 financial results. The Company has posted an investor presentation to its website and will host a conference call at 9:00 am ET to discuss the results and today's announcement.

The conference call will be accessible through live webcast. Interested investors and other individuals can access the webcast and view and/or download the press releases via Vista Outdoor's website (www.vistaoutdoor.com). Choose "Investors" then "Events and Presentations". For those who cannot participate in the live webcast, a telephone recording of the conference call will be available until June 2, 2022. The telephone number is 1-866-813-9403, and the confirmation code is 652135.

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