HOUSTON, Nov. 22, 2011 /PRNewswire/ -- McCormick &
Schmick's Seafood Restaurants, Inc. (NASDAQ: MSSR) ("MSSR") and
Landry's, Inc. ("Landry's") today announced that Landry's MSA Co.,
Inc. ("Purchaser"), a wholly-owned subsidiary of Landry's, has
commenced a tender offer to acquire all of the issued and
outstanding shares of common stock of MSSR at a price of
$8.75 per share, net to seller in
cash without interest. The tender offer is being made in accordance
with the previously announced Agreement and Plan of Merger, dated
November 7, 2011, by and among MSSR,
Landry's and Purchaser.
Pursuant to the merger agreement, upon the completion of the
tender offer and satisfaction or waiver of certain conditions,
Purchaser will merge with and into MSSR, with MSSR continuing as
the surviving corporation in the merger and becoming a direct,
wholly-owned subsidiary of Landry's. Each issued and outstanding
share (other than shares owned by Landry's, Purchaser or MSSR, or
by any stockholder of MSSR who is entitled to and properly
exercises appraisal rights under Delaware law) will, by virtue of the merger
and without any action on the part of the holder thereof, be
canceled and converted into the right to receive an amount in cash
equal to $8.75, without interest and
less any applicable withholding taxes.
The MSSR board of directors has unanimously determined that the
terms of the merger agreement, the tender offer, the merger and the
other transactions contemplated by the merger agreement are fair to
and in the best interests of MSSR's stockholders. Accordingly,
MSSR's board of directors recommends that MSSR's stockholders
accept the offer and tender their shares to Purchaser in the offer
and, if required by applicable law, vote to adopt the merger
agreement.
Landry's and Purchaser are filing with the Securities and
Exchange Commission (the "SEC") today a tender offer statement on
Schedule TO, including an offer to purchase and related letter of
transmittal, setting forth in detail the terms of the offer.
Additionally, MSSR is filing with the SEC today a
solicitation/recommendation statement on Schedule 14D-9 setting
forth in detail, among other things, the recommendation of MSSR's
board of directors that MSSR's stockholders tender their shares
into the tender offer.
The offer and withdrawal rights will expire at midnight,
New York City time, on
December 20, 2011 unless it is
extended or earlier terminated in accordance with the terms of the
merger agreement. The tender offer is subject to customary
conditions, including the acquisition by Purchaser of a majority of
the outstanding shares of MSSR common stock plus the aggregate
number of shares issuable to holders of options from which MSSR has
received notices of exercise prior to the expiration of the tender
offer, and the expiration or termination of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.
The Depositary for the tender offer is Computershare Inc., c/o
Voluntary Corporate Actions, P.O. Box 43011, Providence, RI 02940-3011. The Information
Agent for the tender offer is Okapi Partners LLC, 437 Madison
Avenue, 28th Floor, New York, N.Y.
10022. The tender offer materials may be obtained at no charge by
directing a request by mail to Okapi Partners LLC or by calling
toll-free at (877) 285-5990.
About McCormick & Schmick's Seafood Restaurants
McCormick & Schmick's Seafood Restaurants focus on serving a
broad selection of fresh seafood with a menu printed twice daily
and featuring the signature "Fresh List" of 20 different varieties
of fresh seafood, in addition to aged steaks, poultry, entree
salads and pasta. Each restaurant's chef contributes to the menu's
unique and imaginative appeal by creating dishes tailored to
regional tastes and their own talents. McCormick & Schmick's
offers an inviting atmosphere and a high quality, diverse menu for
everyone from casual diners, families and tourists to business
travelers and special occasion diners. Learn more at
http://www.mccormickandschmicks.com. Find McCormick & Schmick's
on Facebook at http://www.Facebook.com/McCormickandSchmicks or
follow them on Twitter at http://www.Twitter.com/McandSchmicks.
About Landry's, Inc.
Landry's, Inc., wholly owned by Tilman
J. Fertitta, is a national, diversified restaurant,
hospitality and entertainment company principally engaged in the
ownership and operation of high end and casual dining restaurants,
primarily under the names of Landry's Seafood House, Rainforest
Cafe, The Chart House, Bubba Gump Shrimp Co., Claim Jumper,
Saltgrass Steak House and Oceanaire, as well as a fine dining
signature group of restaurants: Vic & Anthony's, Grotto, Willie
G's and others. The Company is also engaged in the ownership and
operation of gaming, hospitality and entertainment businesses,
including the Golden Nugget Hotel & Casinos in Las Vegas and Laughlin, Nevada, and Atlantic City, the Kemah Boardwalk, the San
Luis Resort Hotel, and the Downtown Aquariums in Denver and Houston. Landry's and Mr. Fertitta's
affiliated companies will generate approximately $2 billion in revenues in 2011.
Forward Looking Statement
This press release contains forward-looking statements relating
to the potential acquisition of MSSR by Landry's. The actual
results of the transaction could vary materially as a result of a
number of factors, including: uncertainties as to how many of
MSSR's stockholders will tender their stock in the offer; the
possibility that competing offers will be made; and the possibility
that various closing conditions for the transaction may not be
satisfied or waived. Other factors that may cause actual results to
differ materially include those set forth in the reports that MSSR
files from time to time with the Securities and Exchange
Commission, including its annual report on Form 10-K for the fiscal
year ended December 29, 2010 and
quarterly and current reports on Form 10-Q and Form 8-K. These
forward-looking statements reflect MSSR's and Landry's expectations
as of the date of this press release.
IMPORTANT INFORMATION REGARDING THE TENDER OFFER
Landry's MSA Co., Inc., a wholly-owned subsidiary of Landry's,
Inc., has commenced a tender offer to purchase all of the
outstanding shares of common stock of McCormick & Schmick's
Seafood Restaurants, Inc. at $8.75
per share, net to the seller in cash, without interest. The
offer is currently scheduled to expire at 12:00 Midnight,
New York City time, on
December 20, 2011, unless the offer
is extended or earlier terminated.
Okapi Partners LLC is the Information Agent for the tender offer
and any questions or requests for the Offer to Purchase and related
materials with respect to the tender offer may be directed to Okapi
Partners LLC.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY
SECURITIES. THE SOLICITATION AND THE OFFER TO BUY MSSR'S COMMON
STOCK IS ONLY BEING MADE PURSUANT TO THE OFFER TO PURCHASE AND
RELATED MATERIALS THAT LANDRY'S WILL FILE WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND THEREAFTER MSSR WILL FILE A
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WITH
RESPECT TO THE OFFER. MSSR STOCKHOLDERS SHOULD READ THESE MATERIALS
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE
OFFER. STOCKHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO PURCHASE
AND RELATED MATERIALS WITH RESPECT TO THE TENDER OFFER FREE OF
CHARGE FROM THE SECURITIES AND EXCHANGE COMMISSION THROUGH ITS
WEBSITE AT WWW.SEC.GOV WHEN THEY BECOME AVAILABLE OR FROM LANDRY'S
BY CONTACTING OKAPI PARTNERS LLC AT 1-877-285-5990 (TOLL-FREE FROM
THE U.S).
Contact McCormick & Schmick's Seafood Restaurants:
Investor Relations:
Amy Bilbija
(212) 929-5802
MacKenzie Partners, Inc.
Media Contact:
Matthew Sherman / Nicole Greenbaum
(212) 355-4449
Joele Frank, Wilkinson Brimmer
Katcher
Contact Landry's:
Rick H. Liem
Executive Vice President & CFO
(713) 850-1010
or
Okapi Partners
Patrick J. McHugh/Bruce H. Goldfarb
(212) 297-0720
SOURCE Landry's, Inc.; McCormick & Schmick’s Seafood
Restaurants
