McCormick & Schmick’s Seafood Restaurants, Inc. (Nasdaq: MSSR) today
announced that its Board of Directors has determined to engage in a sale
process as well as a broad evaluation of the Company’s other strategic
alternatives, with the assistance of its financial and legal advisors,
to enhance value for all McCormick & Schmick’s stockholders. In
addition, management will continue to refine and execute the Company’s
previously announced strategic revitalization plan.
The Company noted that there can be no assurance that the sale process,
or the evaluation of other strategic alternatives, will result in any
transaction or otherwise modify or replace the Company’s current
strategic plan. The Company does not intend to disclose developments
regarding the sale process or evaluation of other strategic alternatives
unless and until the Board has completed its analysis and approved a
definitive course of action.
"McCormick & Schmick’s Board of Directors is committed to taking all
appropriate and necessary actions to enhance value for all
stockholders,” said Douglas Schmick, Chairman of the Board of Directors.
"In that regard, the Board has determined to engage in a sale process as
well as a broad evaluation of other strategic alternatives to enhance
value for all McCormick & Schmick’s stockholders.”
Mr. Schmick continued, "We have a solid management team that is
committed to continuing to execute the Company’s previously announced
strategic revitalization plan, which we believe will improve revenue per
location, provide strong returns on invested capital, enhance the
overall guest experience and deliver significant value to all
stockholders. Meanwhile, the Company and the Board are open-minded about
the sale process and other strategic alternatives, and we intend to
evaluate all options carefully and thoughtfully.”
As previously announced, McCormick & Schmick’s Board of Directors, after
careful consideration with the assistance of its independent financial
and legal advisors, unanimously rejected the unsolicited tender offer
from LSRI Holdings, Inc., a wholly-owned subsidiary of Landry’s
Restaurants, Inc., to acquire all outstanding common stock of McCormick
& Schmick’s not already owned by it or its affiliates at a price of
$9.25 per share in cash. The Board unanimously recommends that McCormick
& Schmick’s stockholders reject the LSRI Holdings offer and not tender
their shares into the offer, which the Board believes undervalues the
Company’s current business and future prospects.
McCormick & Schmick’s Board of Directors also continues to recommend
that stockholders vote "FOR” the election of the Company’s
directors on the WHITE proxy card at the upcoming McCormick &
Schmick’s Annual Meeting of Stockholders, scheduled for May 26, 2011.
Piper Jaffray & Co. is serving as McCormick & Schmick’s financial
advisor, and Davis Wright Tremaine LLP, Kirkland & Ellis LLP and Morris,
Nichols, Arsht & Tunnell LLP are serving as its legal counsel.
About McCormick & Schmick’s
McCormick & Schmick’s Seafood Restaurants, Inc. is a leading seafood
restaurant operator in the affordable upscale dining segment. The
Company now operates 94 restaurants, including 87 restaurants in the
United States and seven restaurants in Canada under The Boathouse brand.
McCormick & Schmick’s has successfully grown over the past 39 years by
focusing on serving a broad selection of fresh seafood.
Additional Information
This communication does not constitute an offer to buy or solicitation
of an offer to sell any securities. In response to the tender offer
commenced by Tilman J. Fertitta, through his affiliate LSRI Holdings,
Inc., a subsidiary of Landry’s Restaurants, Inc., the Company has filed
a solicitation/recommendation statement on Schedule 14D-9 with the U.S.
Securities and Exchange Commission ("SEC”). INVESTORS AND SECURITY
HOLDERS OF THE COMPANY ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain free
copies of these documents and other documents filed with the SEC by the
registrant (when available) through the SEC’s Electronic Data Gathering
and Retrieval database at http://www.sec.gov.
Certain Information Regarding Participants
The Company and certain of its respective directors and executive
officers may be deemed to be participants in the Company's proxy
solicitation under the rules of the SEC. Security holders may obtain
information regarding the names, affiliations and interests of the
Company’s directors and executive officers in the Company’s Annual
Report on Form 10-K for the year ended December 29, 2010, which was
filed with the SEC on March 11, 2011, and its proxy statement for the
2011 Annual Meeting, as amended, which was originally filed with the SEC
on April 11, 2011, and was amended on April 14, 2011. These documents
can be obtained free of charge from the sources indicated
above. Additional information regarding the interests of these
participants in any proxy solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, will also be
included in any proxy statement and other relevant materials to be filed
with the SEC if and when they become available.
Forward-Looking Statements
Certain statements contained in this release constitute forward-looking
statements. These statements are not guarantees of future performance or
assurances of an expected course of action, and therefore, readers
should not put undue reliance upon them. Some of the statements that are
forward-looking include statements of belief or intent predicated on the
Company’s expectations for future revenues and strategic opportunities.
There are a large number of factors that can cause the Company to
deviate from plans or to fall short of expectations. As to the
forward-looking matters contained in this release, factors that can
cause such changes include the Company’s ability to respond timely and
in accordance with the laws applicable to the Company and its Board of
Directors. The Company’s business as a whole is subject to a number of
risks, and to the extent those risks are known to be material, they have
been listed and discussed in the Company’s annual report on Form 10-K
for the fiscal year ended December 29, 2010. Please note that
forward-looking statements are current as of today. The Company
undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise, except to the extent required by law.
