11:11 AM EDT, 07/11/2024 (MT Newswires) -- (Updates with ISS report in the sixth, seventh and eighth paragraphs.)

Vista Outdoor ( VSTO ) said Thursday its board continues to unanimously recommend that shareholders vote in favor of the $2.1 billion sale of its Kinetic Group division to Czechoslovak Group at the July 23 special meeting of stockholders.

Private equity firm MNC Capital said Wednesday that it continues to be committed to its $42 per share all-cash offer for Vista Outdoor ( VSTO ).

In response, Vista said that MNC's funding sources have regularly shifted and its latest financing has new debt and equity partners. For this reason, there can be "no assurance" that MNC will finally come through with the required financing, Vista said.

Vista said that shareholders "should ask themselves: Why would Vista Outdoor ( VSTO ) engage with MNC on its $42.00 per share offer that we believe fundamentally undervalues Revelyst, has no chance of increasing further, and is not in the best interest of stockholders?"

Additionally, the company said that opinions provided by proxy advisory firm Institutional Shareholder Services regarding Vista's proposed transaction rely on "inaccurate claims made by MNC."

ISS said in a report Wednesday that Vista Outdoor's ( VSTO ) "shifting justifications for rejecting MNC's offers, aggressive estimates of Revelyst standalone value, lack of engagement with MNC subsequent to the delivery of financing documents it specifically requested, and the threat to not reengage with MNC regardless of the outcome of the shareholder vote demonstrate a disconcerting resistance to MNC's all-cash offer."

The proxy advisory firm added in its report that MNC's acquisition proposal was not subject to any financing condition and MNC had provided the company with debt commitment papers. It also said that Vista "knew the identity of MNC's lenders" and its commitment documents were delivered and ready to be signed.

ISS told MT Newswires on Thursday in an email that it does not comment beyond what's contained in its reports.

MNC did not respond to MT Newswires' request for comment.

Price: 37.41, Change: +1.00, Percent Change: +2.75