HOUSTON, Nov. 8, 2011 /PRNewswire/ -- Tilman J. Fertitta announced today that
Landry's, Inc. has signed an
Agreement to acquire 100% of McCormick & Schmick's Seafood
Restaurants, Inc. (NASDAQ: MSSR) ("MSSR") for $8.75 a share. Landry's will acquire MSSR
through an all-cash tender and merger. The tender offer will
commence no later than 10 business days from the date hereof.
The price for the MSSR shares represents a premium of
approximately 30% to the closing price on Monday, November 7, 2011. Fertitta already
owns directly approximately 10.1% of the outstanding common stock
of MSSR, making him one of MSSR's largest stockholders.
Fertitta remarked, "We have been a fan of the McCormick &
Schmick's brand for years. As a public company, MSSR fell
victim to the need to grow and located some restaurants in
secondary markets which were adversely impacted to a greater degree
by the economic downturn. However, Landry's size, strength and financial
resources will positively accelerate the future for MSSR."
Douglas Schmick, MSSR's Chairman and co-founder stated, "I am
excited knowing that our restaurants will continue to be operated
in the same stellar fashion that our customers have come to expect
throughout the years. Our legacy is in good hands."
According to Bill Freeman, CEO of
MSSR, "Our Board and management team have been highly focused on
enhancing value for our stockholders and we believe that our
agreement with Landry's provides
for a fair price and substantial and immediate cash value to our
stockholders. Landry's is one of
the premier restaurant companies in America and this presents a
great opportunity for our employees."
Back in April, 2011, Tilman J.
Fertitta and his wholly owned company offered to acquire all
of the outstanding shares of MSSR. Although the MSSR Board
rejected the proposal, it nevertheless authorized a sale process
and evaluation of other strategic alternatives. As a result
of the sale process, MSSR and Landry's engaged in mutually beneficial
discussions which has resulted in the announcement of a definitive
agreement today.
McCormick & Schmick's is a leading operator in the upscale
seafood dining segment generating over $300
million in annual revenues and operates over 80 restaurants
in 26 states in the U.S. and Canada. According to Mr. Fertitta,
"McCormick & Schmick's complements Landry's signature seafood concepts and
expands our presence in highly prized locations. Prime
locations include: Beverly Hills, Baltimore's Inner Harbor, Philadelphia's Historic Downtown, Atlanta's CNN Building, Boston's Historic Faneuil Hall, Chicago's Waterfront, Washington D.C. and the Harborside in both
Seattle and Portland. Also included are some of
North America's most famous and
historic restaurants such as McCormick & Kuleto's in
San Francisco's Ghirardelli
Square, Portland's Jake's Famous
Crawfish, Jake's Grill and The Heathman Restaurant and Bar,
Spenger's Fresh Fish Grotto in Berkley, California and the renowned Boathouse
restaurants in Vancouver,
Canada."
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.
Full details of the tender offer will be included in
Landry's formal offer to purchase
and related materials which will be publicly filed with the
Securities and Exchange Commission on Schedule TO and subsequently
mailed to MSSR stockholders. The tender offer will be subject
to customary conditions, including, among other things, there being
validly tendered and not withdrawn, prior to the expiration of the
offer, that number of shares of common stock of MSSR, that would
represent at least a majority of the total number of
then-outstanding shares calculated on a fully diluted basis.
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 INTENDS TO FILE WITH THE SECURITIES
AND EXCHANGE COMMISSION. 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 AT THE SEC'S WEBSITE AT WWW.SEC.GOV FROM LANDRY'S OR MSSR WHEN THEY BECOME AVAILABLE.
SOURCE Landry's, Inc.