HOUSTON, June 16 /PRNewswire-FirstCall/ -- Landry's Restaurants, Inc.(NYSE: LNY; the 'Company'), today announced that it has entered into adefinitive agreement with Fertitta Holdings, Inc. ('Fertitta' a newly formedholding company for Landry's Restaurants, Inc.) pursuant to which Fertitta hasagreed to acquire all of the Company's outstanding common stock for $21.00 pershare in cash. Fertitta is a newly formed entity wholly owned by theCompany's Chairman, President, CEO and original founder, Tilman J. Fertitta.Mr. Fertitta beneficially owns approximately 39% of the Company's outstandingshares of common stock. The stock price represents a premium of approximately37% over the closing share price of the Company's common stock on April 3,2008, the last trading day before disclosure of the revised offer made by Mr.Fertitta to acquire the Company. The total value of the transaction isapproximately $1.3 billion, which includes approximately $885.0 million ofdebt.
The Company's Board of Directors, acting upon the unanimous recommendationof a special committee comprised entirely of independent directors (the'Special Committee'), has approved the merger agreement , including the fullyfinanced commitments consisting of Mr. Fertitta's equity contribution and thedebt financing commitments of the lenders discussed below presented by Mr.Fertitta, and has recommended that the Company's stockholders vote in favor ofthe merger agreement.
Mr. Fertitta has received debt financing commitments from JefferiesFunding, LLC, Jefferies & Company, Inc., Jefferies Finance, LLC and WellsFargo Foothill, LLC to fund the acquisition.
Under the merger agreement, there is a 'go -- shop' provision whereby theSpecial Committee, with the assistance of its independent advisors, willactively solicit superior acquisition proposals from third parties forapproximately 45 days following the signing of the merger agreement. TheCompany does not intend to disclose developments with respect to thissolicitation process unless and until the Special Committee has made adecision with respect to the alternative proposals, if any, it receives. Noassurances can be given that the solicitation of superior proposals willresult in an alternative transaction.
The transaction is expected to be completed in approximately four months,subject to regulatory approvals and other customary closing conditions andperformance criteria, including no material adverse effect on the Company'sresults or operations prior to closing.
