|
HOUSTON, Nov. 3/PRNewswire-FirstCall/-- Landry’s Restaurants, Inc. (NYSE:LNY) (“ Landry’s”) announced today that it has entered into a definite merger agreement with a company wholly-owned by Tilman J. Fertitta, Chairman, Chief Executive Officer and President of Landry’s outstanding common stock not already owned by Mr. Fertitta for $14.75 per share in cash.
The offer price represents a premium of approximately 37% over the closing share price of Landry’s common stock on November 2, 2009, the last trading day before the announcement of the transaction. The total value of the transaction is approximately $1.2 billion. On November 2, 2009, Mr. Fertitta beneficially owned approximately 55.1% of Landry’s outstanding shares of common stock.
In August 2009, the Board of Directors formed a special committee comprised entirely of outside, non- employee directors to review strategic alternatives. The Special Committee retained legal advisors and engaged Moelis & Company as its financial advisors. At that time, Mr. Fertitta had proposed to the Special committee a going private transaction which would have resulted in Landry’s shares. After reviewing the proposal the Special Committee rejected Mr. Fertitta’s proposal as inadequate. Mr. Fertitta the proposed an all-cash transaction, which led to the negotiation and execution of the merger agreement.
The proposed merger transaction is subject to approval by Landry’s stockholders, including approval by the holders of a majority of Landry’s common stock not owned by MR. Fertitta. The transaction is also subject to Landry’s refinancing a portion of its outstanding debt.
Under the merger agreement, there is a “go-shop” provision whereby the Special Committee with the assistance of its independent advisors, will continue to actively solicit alternative acquisition proposals from third parties until the later of December 17, 2009 or until Landry’s debt refinancing is completed. To the extent that a superior proposal solicited during this period leads to the execution of a definitive agreement, Landry’s would be obligated to pay a $2.4 million break-up fee to Mr. Fertitta’s acquisition company, representing 1% of the equity value of the transaction. No assurance can be given that the solicitation of alternative proposals will result in an alternative transaction.
Landry’s Board of Directors, acting upon the unanimous recommendation of the Special Committee, has approved the merger agreement between Landry’s and Fertitta’s company and has recommended that Landry’s stockholders vote in favor of the merger agreement. The Special Committee received the opinion of Moelis & Company that Mr. Fertitta’s proposal was fair from a financial point of view to Landry’s stockholders, other than Mr. Fertitta.
The transaction is expected to be completed in the first half of 2010, subject to regulatory approvals and other customary closing conditions.
About Landry’s Restaurants, Inc.
Landry’s is a national, diversified restaurant, hospitality and entertainment company principally engaged in the ownership and operation of full-service, casual dining restaurants, primarily under the names of Rainforest Café, Saltgrass Steak House, Landry’s Seafood House, Charley’s Crab, The Chart House, and the Signature Group of restaurants. Landry’s is also engaged in the ownership and operation of select hospitality businesses, including the Golden Nugget Hotel &Casino in Las Vegas and Laughlin, Nevada.
Contact:
|
Steven L. Scheinthal
Executive Vice President & General Counsel
(713) 850-1010
|
or
|
Rick H. Liem
Executive Vice President and CFO
(713) 850-1010
|
|
