HOUSTON, May 24 /PRNewswire-FirstCall/ -- Landry's
Restaurants, Inc. (NYSE: LNY) (the "Company") announced today that
it has entered into an amendment to the merger agreement previously
signed with a company wholly-owned by Tilman J. Fertitta, Chairman, Chief Executive
Officer and President of the Company. Pursuant to the
amendment, the Fertitta company has agreed to acquire all of the
Company's outstanding common stock not already owned by Mr.
Fertitta for $24.00 per share in
cash. The total value of the transaction is approximately
$1.4 billion. On May 23, 2010, Mr. Fertitta beneficially owned
approximately 55% of the Company's outstanding shares of common
stock. The merger agreement originally entered into on
November 3, 2009 provided for a
purchase price of $14.75 per share in
cash.
The Company's Board of Directors, acting upon the unanimous
recommendation of a Special Committee comprised entirely of
outside, non-employee directors, has approved the amended merger
agreement and has recommended that the Company's stockholders vote
in favor of the amended merger agreement. The Special
Committee received the opinion of Moelis & Company, financial
advisor to the Special Committee, that the amended purchase price
is fair from a financial point of view to the Company's
stockholders, other than Mr. Fertitta and his affiliates.
The merger is subject to approval by the Company's stockholders,
including approval by the holders of a majority of the Company's
common stock voted at the special meeting and not owned by Mr.
Fertitta and the directors in the litigation described below.
The Company also announced that a partial settlement has been
reached to settle derivative and certain other claims against Mr.
Fertitta, affiliates of Mr. Fertitta and the Company's directors in
a lawsuit currently pending in Delaware. The merger is conditioned upon
the dismissal with prejudice of such claims.
Both the amended merger agreement and terms of the settlement
with the plaintiff in the Delaware
lawsuit provide, among other things, that (1) the Special Committee
will conduct an active "go-shop" process for 45 days, with the
option for at least a 15-day extension for due diligence if the
Special Committee deems necessary, (2) the Special Committee will
waive standstills, except for hostile offers or open market
transactions in the Company's securities, to permit proposals
during the "go-shop" process and will permit requests for waivers
of standstills to be made thereafter, (3) Mr. Fertitta is not
entitled to receive a termination fee upon termination of the
amended merger agreement, but may be reimbursed for his actual
expenses in specified circumstances, and (4) the Company will
reimburse up to $500,000 in actual
out-of-pocket due diligence costs incurred by the two highest
bidders that submit a proposal to acquire the Company at a price in
excess of $24.00 per share, if the
Special Committee concludes that the proposal is reasonably likely
to lead to a superior proposal. No assurances can be given that the
solicitation of superior proposals will result in an alternative
transaction.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995:
This press release contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, as amended,
which are intended to be covered by safe harbors created thereby.
Stockholders are cautioned that all forward- looking statements are
based largely on the Company's expectations and involve risks and
uncertainties, some of which cannot be predicted or are beyond the
Company's control. Some factors that could realistically cause
results to differ materially from those projected in the
forward-looking statements include the occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement with Fertitta Group, Inc.; the
outcome of any legal proceedings that have been, or may be,
instituted against the Company related to the merger agreement; the
inability to complete the merger due to the failure to obtain
stockholder approval for the merger or the failure to satisfy other
conditions to completion of the merger, including the receipt of
all regulatory approvals related to the merger; risks that the
proposed transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the
merger; the ability to recognize the benefits of the merger; the
effects of local and national economic, credit and capital market
conditions on the economy in general, and on the gaming, restaurant
and hotel industries in particular; changes in laws, including
increased tax rates, regulations or accounting standards,
third-party relations and approvals, and decisions of courts,
regulators and governmental bodies; litigation outcomes and
judicial actions; acts of war or terrorist incidents or natural
disasters; the effects of competition, including locations of
competitors and operating and market competition; ineffective
marketing or promotions, weather, management turnover, higher
interest rates and gas prices, negative same store sales and other
risks described in the filings of the Company with the Securities
and Exchange Commission, including but not limited to, the
Company's Annual Report on Form 10-K for the year ended
December 31, 2009. The Company may
not update or revise any forward-looking statements made in this
press release.
Additional Information and Where to Find It
In connection with the proposed merger, the Company filed a
preliminary proxy statement with the Securities and Exchange
Commission (the "SEC") on December 1,
2009. Investors and security holders are
strongly advised to read the definitive proxy statement when it
becomes available because it will contain important
information. Investors and security holders may
obtain a free copy of the definitive proxy statement (when
available) and other documents filed by the Company at the SEC
website at http://www.sec.gov. The definitive
proxy statement and such other documents may also be obtained for
free by directing such request to Landry's Restaurants, Inc.,
Investor Relations, 1510 West Loop South,
Houston, Texas, 77027, telephone: (713) 386-7000 or on the
Company's website at http://www.LandrysRestaurants.com.
The Company and its directors, executive officers and other
members of its management and employees may be deemed participants
in the solicitation of proxies from its stockholders in connection
with the proposed merger. Information concerning the
interests of the Company's participants in the solicitation, which
may, in some cases, be different than those of stockholders
generally, is set forth in the Company's Annual Report on
Form 10-K, as amended, for the year ended December 31, 2009, previously filed with the SEC,
and will be set forth in the definitive proxy statement relating to
the merger when it becomes available.
SOURCE Landry's Restaurants, Inc.
