Tilman J. Fertitta announced today that Landry's, Inc. has signed an Agreement to acquire 100% of McCormick & Schmick's Seafood Restaurants, Inc. 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 says, "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 states, "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.