CHICAGO -- (Business Wire)
Morton’s Restaurant Group, Inc. (NYSE: MRT) (the “Company” or
“Morton’s”) and Tilman J. Fertitta today announced that his wholly-owned
company, Fertitta Morton’s Restaurants, Inc. and its wholly-owned
subsidiary, Fertitta Morton’s Acquisition, Inc. (together, “Purchaser”),
have commenced a tender offer to acquire all of the issued and
outstanding shares of common stock of Morton’s at a price of $6.90 per
share, net to seller in cash without interest. The tender offer is being
made in accordance with the previously announced Agreement and Plan of
Merger, dated December 15, 2011.
Pursuant to the merger agreement, upon the completion of the tender
offer and satisfaction or waiver of certain conditions, Fertitta
Morton’s Acquisition, Inc. will merge with and into the Company, with
the Company continuing as the surviving corporation in the merger and
becoming a direct, wholly-owned subsidiary of Fertitta Morton’s
Restaurants, Inc. Each issued and outstanding share of common stock
(other than shares owned by Purchaser or the Company, or by any
stockholder of the Company who is entitled to and properly exercises
appraisal rights under Delaware law) will, by virtue of the merger and
without any action on the part of the holder thereof, be canceled and
converted into the right to receive an amount in cash equal to $6.90,
without interest and less any applicable withholding taxes.
Morton’s board of directors has unanimously determined that the terms of
the merger agreement, the tender offer, the merger and the other
transactions contemplated by the merger agreement are advisable, fair to
and in the best interests of Morton’s stockholders. Accordingly,
Morton’s board of directors recommends that Morton’s stockholders accept
the offer and tender their shares to Purchaser in the offer and, if
required by applicable law, vote to adopt the merger agreement.
Purchaser is filing with the Securities and Exchange Commission (the
“SEC”) today a tender offer statement on Schedule TO, including an offer
to purchase and related letter of transmittal, setting forth in detail
the terms of the offer. Additionally, the Company is filing with the SEC
today a solicitation/recommendation statement on Schedule 14D-9 setting
forth in detail, among other things, the recommendation of Morton’s
board of directors that Morton’s stockholders tender their shares into
the tender offer.
The offer and withdrawal rights will expire at midnight, New York City
time, on January 31, 2012, unless the offer is extended or earlier
terminated in accordance with the terms of the merger agreement. The
tender offer is subject to customary conditions, including the
acquisition by Purchaser of a majority of the outstanding shares of
Morton’s common stock and the expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.
The Depositary for the tender offer is American Stock Transfer & Trust
Company, LLC, Operations Center, Attn: Reorganization Department, P.O.
Box 2042, New York, NY 10272-2042. The Information Agent for the tender
offer is Okapi Partners LLC, 437 Madison Avenue, 28th Floor, New York,
N.Y. 10022. The tender offer materials may be obtained at no charge by
directing a request by mail to Okapi Partners LLC or by calling (212)
297-0720 or toll-free at (877) 285-5990.
About Morton’s Restaurant Group
Morton’s Restaurant Group, Inc. is the world’s largest operator of
company-owned upscale steakhouses. Morton’s steakhouses have remained
true to our founders’ original vision of combining generous portions of
high quality food prepared to exacting standards with exceptional
service in an enjoyable dining environment. As of December 30, 2011, the
Company owned and operated 77 Morton’s steakhouses located in 64 cities
across 26 states, Puerto Rico and six international locations (Hong
Kong, Macau, Shanghai, Mexico City, Singapore and Toronto), as well as
Trevi, our Italian restaurant, which is located next to the ‘Fountain of
the Gods’ at The Forum Shops at Caesars Palace in Las Vegas, NV. Please
visit our Morton’s website at www.mortons.com.
Mr. Fertitta formed and created Fertitta Morton’s Restaurants, Inc. and
Fertitta Morton’s Acquisition, Inc. to enter into the transaction to
acquire Morton’s Restaurant Group, Inc. Both of Mr. Fertitta’s newly
formed companies are affiliates of Mr. Fertitta’s highly acclaimed and
nationally renowned hospitality, restaurant and entertainment company,
Landry’s 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. The Company 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.
Forward Looking Statement
This press release contains forward-looking statements relating to the
potential acquisition of the Company by Purchaser. The actual results of
the transaction could vary materially as a result of a number of
factors, including: uncertainties as to how many of the Company’s
stockholders will tender their stock in the offer; the possibility that
competing offers will be made; and the possibility that various closing
conditions for the transaction may not be satisfied or waived. Other
factors that may cause actual results to differ materially include those
set forth in the reports that the Company files from time to time with
the Securities and Exchange Commission, including its annual report on
Form 10-K for the fiscal year ended January 2, 2011 and quarterly and
current reports on Form 10-Q and Form 8-K. These forward-looking
statements reflect the Company’s and Purchaser’s expectations as of the
date of this press release.
IMPORTANT INFORMATION REGARDING THE TENDER OFFER
Fertitta Morton’s Acquisition, Inc., a wholly-owned subsidiary of
Fertitta Morton’s Restaurants, Inc., has commenced a tender offer to
purchase all of the outstanding shares of common stock of Morton’s
Restaurant Group, Inc. at $6.90 per share, net to the seller in cash,
without interest. The offer is currently scheduled to expire at 12:00
Midnight, New York City time, on January 31, 2012, unless the offer is
extended or earlier terminated.
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 Okapi Partners LLC.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN
OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE
SOLICITATION AND THE OFFER TO BUY MORTON’S COMMON STOCK IS ONLY BEING
MADE PURSUANT TO THE OFFER TO PURCHASE AND RELATED MATERIALS THAT
PURCHASER WILL FILE WITH THE SECURITIES AND EXCHANGE COMMISSION, AND
THEREAFTER MORTON’S WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 WITH RESPECT TO THE OFFER. MORTON’S STOCKHOLDERS SHOULD
READ THESE MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS
OF THE OFFER. STOCKHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO PURCHASE
AND RELATED MATERIALS WITH RESPECT TO THE TENDER OFFER FREE OF CHARGE
FROM THE SECURITIES AND EXCHANGE COMMISSION THROUGH ITS WEBSITE AT WWW.SEC.GOV
WHEN THEY BECOME AVAILABLE OR BY CONTACTING OKAPI PARTNERS LLC AT
1-877-285-5990 (TOLL-FREE FROM THE U.S).
Contact Morton’s Restaurant Group:
Senior Vice President, Chief Financial Officer and
Morton’s Restaurant Group, Inc.
Rick H. Liem
Executive Vice President &
McHugh/Bruce H. Goldfarb
Source: Morton’s Restaurant Group, Inc.
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