Landry's Restaurants, Inc. Signs Merger Agreement to Be Acquired by Tilman J. Fertitta
June 16 2008 - 9:00AM
PR Newswire (US)
HOUSTON, June 16 /PRNewswire-FirstCall/ -- Landry's Restaurants,
Inc. (NYSE: LNY; the "Company"), today announced that it has
entered into a definitive agreement with Fertitta Holdings, Inc.
("Fertitta" a newly formed holding company for Landry's
Restaurants, Inc.) pursuant to which Fertitta has agreed to acquire
all of the Company's outstanding common stock for $21.00 per share
in cash. Fertitta is a newly formed entity wholly owned by the
Company's Chairman, President, CEO and original founder, Tilman J.
Fertitta. Mr. Fertitta beneficially owns approximately 39% of the
Company's outstanding shares of common stock. The stock price
represents a premium of approximately 37% over the closing share
price of the Company's common stock on April 3, 2008, the last
trading day before disclosure of the revised offer made by Mr.
Fertitta to acquire the Company. The total value of the transaction
is approximately $1.3 billion, which includes approximately $885.0
million of debt. The Company's Board of Directors, acting upon the
unanimous recommendation of a special committee comprised entirely
of independent directors (the "Special Committee"), has approved
the merger agreement , including the fully financed commitments
consisting of Mr. Fertitta's equity contribution and the debt
financing commitments of the lenders discussed below presented by
Mr. Fertitta, and has recommended that the Company's stockholders
vote in favor of the merger agreement. Mr. Fertitta has received
debt financing commitments from Jefferies Funding, LLC, Jefferies
& Company, Inc., Jefferies Finance, LLC and Wells Fargo
Foothill, LLC to fund the acquisition. Under the merger agreement,
there is a "go -- shop" provision whereby the Special Committee,
with the assistance of its independent advisors, will actively
solicit superior acquisition proposals from third parties for
approximately 45 days following the signing of the merger
agreement. The Company does not intend to disclose developments
with respect to this solicitation process unless and until the
Special Committee has made a decision with respect to the
alternative proposals, if any, it receives. No assurances can be
given that the solicitation of superior proposals will result in an
alternative transaction. The transaction is expected to be
completed in approximately four months, subject to regulatory
approvals and other customary closing conditions and performance
criteria, including no material adverse effect on the Company's
results or operations prior to closing. The transaction is subject
to the approval of the merger agreement by a majority of the
outstanding shares of the Company's common stock. The Company, in
accordance with the terms of the merger agreement, will stop
payment of its regular quarterly dividend of $0.05 per share while
the transaction is pending. King & Spalding, LLP provided legal
advice to the Special Committee. Cowen and Company served as
financial advisor to the Special Committee and rendered a fairness
opinion in connection with the proposed transaction. North Point
Advisors, LLC served as financial advisor to the Company. Haynes
and Boone, LLP served as the Company's legal advisors. Olshan
Grundman Frome Rosenweig & Wolosky LLP is serving as Fertitta's
legal advisors. Jefferies & Company, Inc. is serving as
financial advisor to Mr. Fertitta. About the Transaction In
connection with the proposed merger, the Company 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 the Company from the Securities and Exchange
Commission's Web site at http://www.sec.gov/. The 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 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 the Company's
participants in the solicitation will be included in the proxy
statement relating to the proposed merger when it becomes
available. 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. A statement containing a
projection of revenues, income, earnings per share, same store
sales, capital expenditures, future economic performance, or
whether the merger agreement will in fact 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 Fertitta Holdings,
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; the failure to
obtain the necessary financing arrangements set forth in the debt
and equity commitment letters delivered 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 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, construction at the Golden
Nugget properties, negative same store sales, or the Company's
inability to continue its expansion strategy 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, 2007.
The Company may not update or revise any forward-looking statements
made in this press release. DATASOURCE: Landry's Restaurants, Inc.
CONTACT: Steven L. Scheinthal, Executive Vice President and General
Counsel, or Rick H. Liem, Executive Vice President and CFO, both of
Landry's Restaurants, Inc., +1-713-850-1010 Web site:
http://www.landrysrestaurants.com/
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