GAMCO Asset Management Inc. (“GAMCO”), an affiliate of GAMCO Investors, Inc. (OTCQX: GAMI), and certain other affiliates own, on behalf of their clients, approximately 1.05% of the outstanding common stock of Vista Outdoor Inc. (NYSE: VSTO) (the “Company”). On July 26, 2024, GAMCO sent a letter to the Company’s Chairman of the Board. A copy of the letter is referenced herein.

Mr. Michael Callahan
Chairman of the Board
Vista Outdoor, Inc.

Dear Michael:

GAMCO Asset Management Inc. (“GAMCO”), on behalf of its clients, and certain of its affiliates owns approximately 613,207 shares of Vista Outdoor representing approximately 1.05% of Vista’s common stock outstanding.

We are writing to let you know that GAMCO’s Proxy Voting Committee (“PVC”) intends to vote “Against” the pending acquisition of The Kinetic Group by the Czechoslovak Group (CSG). The PVC views MNC Capital’s fully financed $42 per share all-cash offer as superior to the proposed sale of The Kinetic Group to CSG. We encourage the board to reconsider its position and engage with MNC Capital.

In short, amongst the issues the PVC considered were that the sale of The Kinetic Group to CSG leaves shareholders open to significant execution risk with respect to management’s planned turnaround of stand-alone Revelyst. We believe shareholders have not been fully informed about the potential extent of execution risk involved in the financial targets laid out for Revelyst, especially since the company will be led by a CEO with no previous experience as the CEO of a public company.

Furthermore, we believe that the $42 offer from MNC Capital offers fair certainty values for both businesses of Vista Outdoor and hold the view that if investors believed management’s ambitious Revelyst story, there would be a much higher public valuation of Revelyst (true valuations can be seen after each rejection of MNC all-cash bids). The valuation disconnect between investors and the board (along with its advisors) may stem from Vista’s history of missing financial targets and overpaying on outdoor acquisitions, which has led to significant value destruction.

GAMCO will vote “Against” the sale of The Kinetic Group to CSG at the July 30, 2024 special meeting of stockholders.

Sincerely,

/s/ Robert Leininger

Robert Leininger, CFA
Chairman of Proxy Voting Committee
GAMCO Asset Management Inc.

GAMCO Investors, Inc., through its subsidiaries, manages assets of private advisory accounts (GAMCO), mutual funds and closed-end funds (Gabelli Funds, LLC) and is known for its Private Market Value with a Catalyst™ style of investment.

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