McCormick & Schmick’s Seafood Restaurants, Inc. (Nasdaq: MSSR) today
confirmed that on April 7, 2011, Tilman J. Fertitta, through his
affiliate LSRI Holdings, Inc., a subsidiary of Landry’s Restaurants,
Inc., commenced an unsolicited tender offer to acquire all outstanding
common shares of McCormick & Schmick’s not already owned by Fertitta or
his affiliates at a price of $9.25 per share in cash.
Consistent with its fiduciary duties and as required by applicable law,
McCormick & Schmick’s Board of Directors is reviewing the offer to
determine the course of action that it believes is in the best interests
of the Company and its stockholders. McCormick & Schmick’s stockholders
are advised to take no action at this time pending conclusion of the
review of the tender offer by McCormick & Schmick’s Board of Directors.
McCormick & Schmick’s Board of Directors, in consultation with its
independent financial and legal advisors, intends to advise stockholders
of its formal position regarding the offer within ten business days from
the date of commencement of the unsolicited tender offer by making
available to stockholders and filing with the U.S. Securities and
Exchange Commission (the "SEC”) a Solicitation/Recommendation Statement
on Schedule 14D-9.
Piper Jaffray & Co. is serving as financial advisor to McCormick &
Schmick’s and Davis Wright Tremaine LLP is serving as its legal counsel.
About McCormick & Schmick's Seafood Restaurants, Inc.
McCormick & Schmick's Seafood Restaurants, Inc. is a leading seafood
restaurant operator in the affordable upscale dining segment. The
Company now operates 96 restaurants, including 89 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.
Important Information
Investors are urged to read McCormick & Schmick’s
Solicitation/Recommendation Statement on Schedule 14D-9 when it becomes
available as it will contain important information. Security holders may
obtain a free copy of the Solicitation/Recommendation Statement (when it
becomes available), as well as any other public filings made from time
to time by McCormick & Schmick’s with the SEC in connection with the
tender offer, free of charge at the SEC’s website at www.sec.gov
or from McCormick & Schmick’s at www.McCormickandSchmick.com
by clicking on the "Investor Relations" tab.
Forward-Looking Statements
Certain statements contained in this release constitute "forward-looking
statements” within the meaning of Section 21E of the Securities Exchange
Act of 1934, as amended. 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 our 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, 2011. 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.
