This Amendment No. 2 (this Amendment No. 2) amends and
supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as further amended or supplemented from time to time, the Schedule 14D-9)
previously filed by Ruths Hospitality Group, Inc., a Delaware corporation (the Company), with the Securities and Exchange Commission (the SEC) on May 16, 2023.
The Schedule 14D-9 relates to the tender offer by Ruby Acquisition Corporation, a Delaware corporation
(Purchaser) and an indirect, wholly owned subsidiary of Darden Restaurants, Inc., a Florida corporation (Parent), to purchase, subject to certain conditions,
any and all of the shares at a price of $21.50 per share of outstanding common stock of the Company, par value $0.01 per share, net to the seller in cash, without interest thereon (but subject to applicable withholding), upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated May 16, 2023 (as it may be amended or supplemented from time to time, the Offer to Purchase), and in the related Letter of Transmittal (as it may be amended or
supplemented from time to time, the Letter of Transmittal and together with the Offer to Purchase, the Offer). The Offer is described in the Tender Offer Statement on Schedule TO filed with the
SEC on May 16, 2023, by Purchaser and Parent (together with any amendments and supplements thereto). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of May 2, 2023 (the Merger Agreement), by
and among the Company, Parent and Purchaser. The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to the satisfaction or waiver of the applicable conditions set forth in the Merger Agreement,
including the Minimum Condition, Purchaser will be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent.
Capitalized terms used but not otherwise defined in this Amendment No. 2 shall have the meanings ascribed to such terms in the Schedule 14D-9. The information in the Schedule 14D-9 is incorporated into this Amendment No. 2 by reference to all applicable items in the Schedule
14D-9, except that such information is hereby amended and supplemented to the extent specifically provided herein. Except as otherwise set forth in this Amendment, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment.
Explanatory Note:
As previously
disclosed, on May 19, 2023, Russell Wolfe, a purported stockholder of the Company, filed a complaint in the United States District Court for the Southern District of New York, captioned Wolfe v. Ruths Hospitality Group, Inc. et
al, Case No. 1:23-cv-04172 (the Wolfe Complaint). On May 22, 2023, Ryan ODell, a purported stockholder of the Company, filed a
complaint in the United States District Court for the Southern District of New York, captioned ODell v. Ruths Hospitality Group, Inc. et al, Case No.
1:23-cv-04253 (the ODell Complaint). On May 22, 2023, John Thompson, a purported stockholder of the Company, filed a complaint in the
United States District Court for the Southern District of New York, captioned Thompson v. Ruths Hospitality Group, Inc. et al, Case No. 1:23-cv-04254
(the Thompson Complaint). On May 23, 2023, Robert Wilheim, a purported stockholder of the Company, filed a complaint in the United States District Court for the District of Delaware, captioned Wilheim v. Ruths
Hospitality Group, Inc. et al, Case No. 1:23-cv-00562-UNA (the Wilheim Complaint). On May 24, 2023,
Jacob Wheeler, a purported stockholder of the Company, filed a complaint in the United States District Court for the Southern District of New York, captioned Wheeler v. Ruths Hospitality Group, Inc. et al, Case No. 1:23-cv-04354 (the Wheeler Complaint). On May 26, 2023, David Kaufman, a purported stockholder of the Company, filed a complaint in the United States
District Court for the Southern District of New York, captioned Kaufman v. Ruths Hospitality Group, Inc. et al, Case No. 1:23-cv-04454 (the
Kaufman Complaint and together with the Wolfe Complaint, the ODell Complaint, the Thompson Complaint, the Wilheim Complaint and the Wheeler Complaint, the Complaints).
The Company believes that the allegations in the Complaints lack merit, that no supplemental disclosure is required under applicable laws and
that the Schedule 14D-9 disclosed all material information required to be disclosed therein. However, to moot certain of the disclosure claims, to avoid the risk that lawsuits may delay or otherwise adversely
affect the Transactions and to minimize the expense of defending such actions, the Company wishes to make certain voluntary supplemental disclosures related to the proposed Transactions, all of which are set forth below and should be read in
conjunction with the Schedule 14D-9 in its entirety. Nothing in these supplemental disclosures, which also include certain clarifying supplemental disclosures unrelated to the Complaints, shall be deemed an
admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. For clarity, new text is highlighted with bold text and deleted text is highlighted with
strikethrough text.