HOUSTON, April 4, 2008 /PRNewswire-FirstCall/ -- Landry's Restaurants,Inc. (NYSE: LNY; the 'Company'), stated today that its Special Committee ofthe Board of Directors has received a new letter from Tilman J. Fertitta,Chairman, President and CEO, offering to acquire all of the Company'soutstanding common stock for $21.00 per share in cash, representing a37% premium over the closing price of the Company's common stock on April 3,2008. According to Mr. Fertitta's letter, since approximately two months fromthe date of his initial offer, the credit market conditions have significantlyworsened, making it far more costly to obtain the debt financing required toconsummate the proposed transaction. Additionally, the economy has continuedits downward trend and prospects for an improved credit market or economyremain poor. As a result, he is revising his offer to acquire all of theoutstanding shares of the Company's common stock to a cash purchase price of$21.00 per share. The letter further provides that Mr. Fertitta is preparedto proceed with the transaction and has delivered a letter from the investmentbank Jefferies & Company, Inc. indicating that they were highly confident intheir ability to consummate the debt financing required to complete theproposed transaction. The total value of the transaction is estimated to beapproximately $1.3 billion, which includes Mr. Fertitta's 39% equity ownershipof the Company, as well as additional substantial cash equity.
The Company's Board of Directors has established a Special Committee ofindependent directors to review Mr. Fertitta's proposal. As previouslyannounced, the Special Committee has been authorized to conduct a strategicalternative analysis with respect to the Company. Such strategic alternativeanalysis will consider, among other things, the proposal received fromMr. Fertitta. If the Special Committee determines that the sale of theCompany is in the best interest of the Company and stockholders, there can beno assurance that any agreement on financial and other terms satisfactory tothe Special Committee will result in the approval of the proposal fromMr. Fertitta, or if approved, that stockholders will vote in favor of suchproposal.
As of this date, neither the Special Committee nor the Company hasreceived any other offers or proposals.
This press release contains certain forward-looking statements within themeaning of Section 27A of the Securities Act of 1933 and Section 21E of theSecurities Exchange Act of 1934, as amended, which are intended to be coveredby safe harbors created thereby. Stockholders are cautioned that allforward-looking statements are based largely on the Company's expectations andinvolve risks and uncertainties, some of which cannot be predicted or arebeyond the Company's control. A statement containing a projection of revenues,income, earnings per share, same store sales, capital expenditures, or futureeconomic performance are just a few examples of forward-looking statements.Some factors that could realistically cause results to differ materially fromthose projected in the forward-looking statements include ineffectivemarketing or promotions, competition, weather, store management turnover, aweak economy, higher interest rates and gas prices, construction at the GoldenNugget properties, negative same store sales, or the Company's inability tocontinue its expansion strategy. The Company may not update or revise anyforward-looking statements made in this press release.
SOURCE Landry's Restaurants, Inc.
