UPDATED: Apparently, the headquarters will be moving to Houston Texas.
Via Portland Business Journal —
PORTLAND, Ore.–(BUSINESS WIRE)–McCormick & Schmick’s Seafood Restaurants, Inc. (Nasdaq: MSSR) today announced that it has signed a definitive agreement with Landry’s, Inc. whereby Landry’s MSA Co., Inc., a subsidiary of Landry’s, will acquire all of the outstanding shares of McCormick & Schmick’s for $8.75 per share in cash, for a total equity value of approximately $131.6 million. Landry’s will finance the transaction through a combination of cash and debt, for which it has arranged financing, and expects to close the transaction in late December 2011 or early January 2012.
“After a broad and comprehensive evaluation of strategic alternatives, the McCormick & Schmick’s Board of Directors concluded that the sale of the Company to Landry’s will provide substantial and immediate cash value for our stockholders”
Under the terms of the agreement, which has been unanimously approved by the McCormick & Schmick’s Board of Directors, Landry’s will commence a tender offer no later than 10 business days from the date hereof for all outstanding common stock of McCormick & Schmick’s for $8.75 in cash. The consideration represents a premium of approximately 29% to McCormick & Schmick’s closing stock price on Monday, November 7, 2011, and a premium of approximately 31% to the average 90 day trading price of $6.69.
After a broad and comprehensive evaluation of strategic alternatives, the McCormick & Schmick’s Board of Directors concluded that the sale of the Company to Landry’s will provide substantial and immediate cash value for our stockholders,” said Douglas Schmick, Chairman of the Board of Directors. “I’d like to thank the Board and management team for their contributions during the review over the past several months, and our talented employees for their hard work and dedication to serving our customers. We continue to believe that McCormick & Schmick’s has a bright future and that its seafood restaurants will thrive as a strong member of Landry’s family of restaurants. Our current emphasis on facility upgrades, concept evolution and a renewed commitment to local products, marketing and culture will remain a corporate focus.”
The closing of the tender offer is subject to certain conditions, including the tender of a number of McCormick & Schmick’s shares that, together with shares owned by Landry’s, represents at least a majority of the total number of McCormick & Schmick’s outstanding shares, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary conditions.
You can read the full press release with all the numbers here.
Alexander Craghead says
For the record, these are the same people as own Claim Jumper (meh) and the Chart House.
The Wizard Tim says
And also just bought Bubba Gumps as well as some other chains according to NPR. Thought i heard that driving around today.
zumpie says
To be fair, Claim Jumper isn’t Landry’s own creation, but another distressed (i.e. bankrupt) chain they took over and turned around. I’ve eaten at some of their restaurants in other states and found them to be quite good—others are simply dreadful. But they’re a HUGE company.
M&S is hardly anywhere near the fabulous fine dining group it envisions itself as. Not to mention their upper management has long been a model of ineffiency, corruption and just plain WTF. At least Landry’s knows how to run a profitable and expanding business model.
That said, I need to research, but I think that final sale price might be LOWER than what Landry’s offered back in June/July—only to be rebuffed as “an insult”.
zumpie says
Yup, I’m right! 7 months ago Fetitta offered them 50 cents more a share (17.5% more than they’re getting, now) and M&S called the offer “insulting”. In September it was revealed that M&S’s OTHER largest investor had been selling off their stock left and right ($1.9 million of their $2.3 million worth of shares).
Guess at that point the now lower offer was no longer an insult of any kind. Finally agreeing to sell is probably the first smart move they’ve made in quite a few years.
Tass says
Funny!
Sean says
Yep, and now the lawsuits from stockholders are flying. http://bit.ly/vwXFJS