Landry's Restaurants To Merge With Fertitta

The Fertitta company to acquire all of Landry's outstanding common stock for $14.75 per share

Landry's Restaurants (Landry's) has signed a merger agreement with a company wholly-owned by Tilman Fertitta, chairman, CEO and president of Landry's.

The Fertitta company, according to the agreement, has agreed to acquire all of Landry's outstanding common stock (which is not already owned by Mr. Fertitta) for $14.75 per share in cash.

The proposed merger transaction is contingent upon the approval by Landry's stockholders, including approval by the holders of a majority of Landry's common stock not owned by Mr. Fertitta. The deed is also dependent on Landry's refinancing a portion of its outstanding debt.

Under the terms of the merger agreement, there is a 'go-shop' provision whereby the Special Committee, with the assistance of its independent advisors, will continue to actively solicit alternative acquisition proposals from third parties until the later of December 17, 2009, or until restaurant's debt refinancing is completed.

In case a superior proposal solicited during this period leads to the enforcement of a definitive agreement, the restaurant would be obligated to pay a $2.4m break-up fee to Mr. Fertitta's acquisition company, which is 1% of the equity value of the transaction. However, no assurances can be given that the solicitation of alternative proposals will result in an alternative transaction.

Landry's Board of Directors, acting upon the unanimous recommendation of the Special Committee, has approved the merger agreement between Landry's and Fertitta's company, and has recommended that Landry's stockholders vote in favour of the merger agreement.