HOUSTON, June 21 /PRNewswire-FirstCall/ -- Landry's
Restaurants, Inc. (NYSE: LNY) (the "Company") announced today that
it has entered into a further 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 increase the cash
merger consideration payable to the holders of all of the Company's
outstanding common stock not owned by Mr. Fertitta from
$24.00 to $24.50 per share. The
total value of the transaction is approximately $1.4 billion. On June 18, 2010, Mr. Fertitta beneficially owned
approximately 55% of the Company's outstanding shares of common
stock.
In connection with the amendment, the Company and certain
stockholders, including Pershing Square Capital Management and
Richard T. McGuire, entered into
voting agreements pursuant to which they agreed to vote the shares
beneficially owned by them for the merger as set forth in the
amended merger agreement, subject to the terms and conditions set
forth in the voting agreements. Each of the voting agreements will
terminate if, among other things, (1) the Special Committee of the
Board of Directors of the Company determines a competing proposal
is a superior proposal (as such term is defined in the amended
merger agreement), (2) the amended merger agreement is terminated,
including in connection with a termination by the Company in order
to enter into an agreement with respect to a superior proposal or
(3) the amended merger agreement is further amended, or any
provision thereunder is waived, that reduces or changes the form of
the merger consideration, adds or modifies any closing
condition, materially delays the closing of the merger or adversely
affects in any material respect the rights or obligations of the
parties under the voting agreement as of the date of the voting
agreement. On June 18, 2010, such
stockholders collectively beneficially owned approximately 9.9% of
the Company's outstanding shares of common stock.
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 each of the voting agreements and has recommended
that the Company's stockholders vote in favor of the amended merger
agreement.
The amendment to the merger agreement does not modify the
provisions of the merger agreement relating to the Company's
go-shop process, and the Company will continue to conduct on
"active" go-shop process until July 7,
2010, when the go-shop period is set to expire (unless
extended by the Special Committee under certain circumstances). No
assurances can be given that solicitation of superior proposals
will result in an alternative transaction.
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 Company's directors.
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.
