HOUSTON, Dec. 19, 2011 /PRNewswire/ -- Landry's, Inc.
("Landry's") today announced that Landry's MSA Co., Inc.
("Purchaser"), a wholly-owned subsidiary of Landry's, is extending
its previously announced tender offer to acquire, all of the issued
and outstanding shares of common stock of McCormick & Schmick's
Seafood Restaurants, Inc. (Nasdaq: MSSR) ("MSSR") for $8.75 per share, until 5:00 p.m., New York
City time, on December 30,
2011, unless the offer is further extended. The
tender offer was previously scheduled to expire at 12:00 Midnight,
New York City time, on
December 20, 2011. As of
the close of business on December 19,
2011, 5,531,615 shares of common stock of MSSR had been
validly tendered and not withdrawn pursuant to the tender
offer.
The tender offer is being made in accordance with the previously
announced Agreement and Plan of Merger, dated November 7, 2011, by and among MSSR, Landry's and
Purchaser. Pursuant to the terms and conditions of the merger
agreement, Landry's and Purchaser have exercised their right to
extend the offer prior to the initial expiration date of the offer,
which was conditioned upon, among other things, (i) irrevocably
waiving (a) all of the conditions to the offer other than (1) the
minimum tender condition (which requires that the number of shares
of common stock that have been validly tendered prior to the
expiration of the offer, together with the number of shares (if
any) then owned by Landry's, Purchaser, and any of their respective
affiliates, represents at least a majority of the shares then
outstanding plus the aggregate number of shares issuable to holders
of options from which MSSR has received notices of exercise prior
to the expiration of the offer) and (2) the condition that there
not be any temporary restraining order, preliminary or permanent
injunction, law or other judgment issued by any court of competent
jurisdiction in effect enjoining or otherwise preventing or
prohibiting the consummation of the offer or the merger, and (b)
Landry's right to terminate for MSSR's breach of a representation,
warranty or covenant under the merger agreement, and (ii)
depositing into an escrow account, the aggregate funds necessary to
consummate the offer and the merger, the release of which is
conditioned only upon the occurrence of the acceptance for payment
by Purchaser of shares pursuant to the offer.
Okapi Partners LLC is the Information Agent for the tender offer
and any questions or requests for the Offer to Purchase and related
materials with respect to the tender offer may be directed to
1-877-285-5990.
About Landry's, Inc.
Landry's, Inc., wholly owned by Tilman
J. Fertitta, is a national, diversified restaurant,
hospitality and entertainment company principally engaged in the
ownership and operation of high end and casual dining restaurants,
primarily under the names of Landry's Seafood House, Rainforest
Cafe, The Chart House, Bubba Gump Shrimp Co., Claim Jumper,
Saltgrass Steak House and Oceanaire, as well as a fine dining
signature group of restaurants: Vic & Anthony's, Grotto, Willie
G's and others. Landry's is also engaged in the ownership and
operation of gaming, hospitality and entertainment businesses,
including the Golden Nugget Hotel & Casinos in Las Vegas and Laughlin, Nevada, and Atlantic City, the Kemah Boardwalk, the San
Luis Resort Hotel, and the Downtown Aquariums in Denver and Houston. Landry's and Mr.
Fertitta's affiliated companies will generate approximately
$2 billion in revenues in
2011.
IMPORTANT INFORMATION REGARDING THE TENDER OFFER
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS
NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL
ANY SHARES OF THE COMMON STOCK OF MSSR OR ANY OTHER SECURITIES. THE
OFFER IS BEING MADE PURSUANT TO A TENDER OFFER STATEMENT ON
SCHEDULE TO, AS AMENDED, AND RELATED MATERIALS (INCLUDING THE OFFER
TO PURCHASE AND THE LETTER OF TRANSMITTAL). MSSR STOCKHOLDERS ARE
URGED TO READ BOTH THE TENDER OFFER STATEMENT ON SCHEDULE TO AND
RELATED MATERIALS (INCLUDING THE OFFER TO PURCHASE AND LETTER OF
TRANSMITTAL), AS AMENDED, AND THE SOLICITATION/RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9, AS AMENDED, REGARDING THE OFFER,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. THE TENDER OFFER
STATEMENT ON SCHEDULE TO AND RELATED MATERIALS, INCLUDING THE OFFER
TO PURCHASE AND LETTER OF TRANSMITTAL, HAVE BEEN FILED BY LANDRY'S
WITH THE SEC AND MAILED TO MSSR STOCKHOLDERS. THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 HAS BEEN
FILED BY MSSR WITH THE SEC AND MAILED TO MSSR STOCKHOLDERS. THESE
DOCUMENTS ARE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT
WWW.SEC.GOV OR BY DIRECTLY REQUESTING COPIES FREE OF CHARGE FROM
OKAPI PARTNERS LLC, THE INFORMATION AGENT FOR THE OFFER, AT
1-877-285-5990 (TOLL-FREE).
SOURCE Landry's Restaurants, Inc.
