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8-K - LIVE FILING - LANDRYS RESTAURANTS INC | htm_34966.htm |
EX-2.1 - EX-2.1 - LANDRYS RESTAURANTS INC | exhibit1.htm |
Landrys Restaurants, Inc.s Board of Directors Approves New Fertitta Offer to Acquire Company
for $14.75 Per Share in Cash
HOUSTON, Nov. 3 /PRNewswire-FirstCall/ Landrys Restaurants, Inc. (NYSE: LNY) (Landrys) announced today that it has entered into a definitive merger agreement with a company wholly-owned by Tilman J. Fertitta, Chairman, Chief Executive Officer and President of Landrys. Pursuant to the agreement, the Fertitta company has agreed to acquire all of Landrys 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 Landrys 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 Landrys 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 advisor. At that time, Mr. Fertitta had proposed to the Special Committee a going private transaction which would have resulted in Landrys stockholders receiving shares of Landrys Saltgrass, Inc. subsidiary in exchange for their Landrys shares. After reviewing the proposal, the Special Committee rejected Mr. Fertittas proposal as inadequate. Mr. Fertitta then 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 Landrys stockholders, including approval by the holders of a majority of Landrys common stock not owned by Mr. Fertitta. The transaction is also subject to Landrys 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 Landrys debt refinancing is completed. To the extent that a superior proposal solicited during this period leads to the execution of a definitive agreement, Landrys would be obligated to pay a $2.4 million break-up fee to Mr. Fertittas acquisition company, representing 1% of the equity value of the transaction. No assurances can be given that the solicitation of alternative proposals will result in an alternative transaction.
Landrys Board of Directors, acting upon the unanimous recommendation of the Special Committee, has approved the merger agreement between Landrys and Fertittas company and has recommended that Landrys stockholders vote in favor of the merger agreement. The Special Committee received the opinion of Moelis & Company that Mr. Fertittas proposal was fair from a financial point of view to Landrys 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 Landrys Restaurants, Inc.
Landrys 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 Cafe, Saltgrass Steak House, Landrys Seafood House, Charleys Crab, The
Chart House, and the Signature Group of restaurants. Landrys is also engaged in the ownership and
operation of select hospitality businesses, including the Golden Nugget Hotel & Casino in Las Vegas
and Laughlin, Nevada.
Forward-Looking Statements
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 Landrys expectations and involve risks and
uncertainties, some of which cannot be predicted or are beyond Landrys control. A statement
containing a projection of revenue, income, earnings per share, same store sales, capital
expenditures, or future economic performance, or whether the merger agreement will be consummated
are just a few examples of forward-looking statements. 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 Mr. Fertittas acquisition company; the outcome of any legal proceedings
that have been, or may be, instituted against Landrys 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; the failure to obtain the necessary financing
arrangements pursuant to the merger agreement; 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 effect 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, competition,
weather, store management turnover, a weak economy, higher interest rates and gas prices;
construction at the Golden Nugget properties; negative same store sales; or Landrys inability to
continue its expansion strategy. Additional factors that could cause results to differ materially
from those described in the forward-looking statements can be found in Landrys 2008 Annual Report
on Form 10-K and in Landrys other filings with the Securities and Exchange Commission (the SEC)
available at the SECs Web site at http://www.sec.gov. Landrys may not update or revise any
forward-looking statements made in this press release.
About the Transaction
In connection with the proposed merger, Landrys will file a proxy statement with the Securities
and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE PROXY
STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders may obtain a free copy of the proxy statement (when available) and other documents
filed by Landrys from the SECs Web site at http://www.sec.gov. The proxy statement and such
other documents may also be obtained for free from Landrys website at
http://www.LandrysRestaurants.com or by directing such request to Landrys Restaurants, Inc.,
Investor Relations, 1510 West Loop South, Houston, Texas 77027, telephone: (713) 386-7000.
Landrys and its directors, executive officers and certain other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed merger. Information regarding the interests of Landrys participants in the solicitation will be included in the proxy statement relating to the proposed merger when it becomes available. Additional information regarding Landrys directors and executive officers is also included in Landrys proxy statement for its Combined 2008 and 2009 Annual Meeting of Stockholders, which was filed with the SEC on April 3, 2009. This document is available free of charge from the SECs Web site at www.sec.gov, from Landrys website at http://www.LandrysRestaurants.com or by directing such request to Landrys Restaurants, Inc., Investor Relations, 1510 West Loop South, Houston, Texas 77027, telephone: (713) 386-7000.
Contact:
Steven L. Scheinthal Executive Vice President & General Counsel (713) 850-1010 |
or |
Rick H. Liem Executive Vice President and CFO (713) 850-1010 |