Landry's Restaurants to acquire McCormick & Schmick's Seafood Restaurants for US$131.6M; transaction expected to close by early January
November 8, 2011
– McCormick & Schmick’s Seafood Restaurants, Inc. (Nasdaq: MSSR) today announced that it has signed a definitive agreement with Landry’s, Inc. whereby Landry’s MSA Co., Inc., a subsidiary of Landry’s, will acquire all of the outstanding shares of McCormick & Schmick's for $8.75 per share in cash, for a total equity value of approximately $131.6 million. Landry’s will finance the transaction through a combination of cash and debt, for which it has arranged financing, and expects to close the transaction in late December 2011 or early January 2012.
Under the terms of the agreement, which has been unanimously approved by the McCormick & Schmick’s Board of Directors, Landry’s will commence a tender offer no later than 10 business days from the date hereof for all outstanding common stock of McCormick & Schmick’s for $8.75 in cash. The consideration represents a premium of approximately 29% to McCormick & Schmick’s closing stock price on Monday, November 7, 2011, and a premium of approximately 31% to the average 90 day trading price of $6.69.
“After a broad and comprehensive evaluation of strategic alternatives, the McCormick & Schmick’s Board of Directors concluded that the sale of the Company to Landry’s will provide substantial and immediate cash value for our stockholders,” said Douglas Schmick, Chairman of the Board of Directors. “I’d like to thank the Board and management team for their contributions during the review over the past several months, and our talented employees for their hard work and dedication to serving our customers. We continue to believe that McCormick & Schmick’s has a bright future and that its seafood restaurants will thrive as a strong member of Landry’s family of restaurants. Our current emphasis on facility upgrades, concept evolution and a renewed commitment to local products, marketing and culture will remain a corporate focus.”
The closing of the tender offer is subject to certain conditions, including the tender of a number of McCormick & Schmick’s shares that, together with shares owned by Landry’s, represents at least a majority of the total number of McCormick & Schmick’s outstanding shares, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary conditions.
Upon the completion of the tender offer, Landry’s will acquire all remaining shares of McCormick & Schmick’s through a second-step merger.
Piper Jaffray & Co. is serving as financial advisor to McCormick & Schmick’s, and Davis Wright Tremaine LLP, Kirkland & Ellis LLP and Morris, Nichols, Arsht & Tunnell LLP are serving as its legal counsel.
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, entrée 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.
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