PRESS RELEASE

Vista Outdoor Inc. announced on Thursday that it has entered into an agreement with BRG Sports, Inc. to acquire BRG’s Action Sports division, which is operated by Bell Sports Corp. and includes the Bell, Giro, C-Preme and Blackburn brands.

Once completed, the $400 million deal will integrate the brands into Vista’s Outdoor Products segment, which also includes CamelBak and Bollé eyewear.

“This acquisition is consistent with our strategic growth objective of becoming a world-leading outdoor sports and recreation products company,” said Vista Outdoor Chairman and Chief Executive Officer Mark DeYoung. “This is our third acquisition since becoming an independent public company one year ago, and demonstrates our commitment to creating a solid leadership position in the individual outdoor recreation market with top-tier brands and market-leading capabilities. The Action Sports acquisition, combined with our strong CamelBak and Bollé brands, positions Vista Outdoor as a leading company in cycling and snow sports equipment in both North America and Europe. Adding these innovative and well-known consumer brands to our portfolio creates a channel leadership position, enabling us to sell a broad suite of Vista Outdoor products to specialty outdoor shops, wholesalers and leading outdoor product retailers.”

The transaction is subject to regulatory approvals and customary closing conditions. The publicly traded Vista Outdoor anticipates closing the transaction in the next 30 to 60 days.

Under the terms of the transaction, Vista Outdoor will pay a purchase price of $400 million, along with additional contingent consideration payable if incremental profitability growth milestones within the Powersports product line are achieved. Vista Outdoor expects calendar year 2016 net sales for the Action Sports division of approximately $350 million. The purchase price represents a resulting effective multiple of approximately 10 times the expected calendar year 2016 EBITDA for the acquired brands. Vista Outdoor intends to finance the acquisition through a combination of cash on hand, drawings on its revolving credit facility and increased Term Loan A borrowings of approximately $300 million. Absent transaction and transition costs, Vista Outdoor expects the acquisition to be accretive to FY17 earnings per share. Vista Outdoor will incorporate the financial impact of the acquisition in its full-year FY17 guidance and will provide more information on the transaction as part of its Fiscal Year 2016 fourth quarter and full-year earnings press release and webcast.

“Vista Outdoor is a perfect new home for the Action Sports division as they join an expanding outdoor sports and recreation company comprised of market-leading brands,” said BRG Sports Executive Chairman and Chief Executive Officer Terry Lee. “Under Vista Outdoor ownership, we are confident Bell, Giro, C-Preme and Blackburn will continue to drive product innovation and lead the industry. We know they will continue to foster the strong people and product culture that makes these brands great.”

The acquisition includes BRG Sports’ Action Sports division. BRG Sports will maintain ownership of Riddell. The company is headquartered in Scotts Valley, California, and operates facilities in the U.S., Canada, Europe and Asia. The acquisition of Action Sports will include more than 600 employees. Vista Outdoor is based in Clearfield, Utah.


BRG Sports has been unloading brands for the past two years–it sold its baseball and softball brands in early 2014 and a few months later, sold Easton Cycling ito RaceFace, which was subsequently acquired by Fox Racing Shox.