OSI Announces Amended Merger Agreement
22 Mai 2007 - 2:00PM
PR Newswire (US)
Stockholders to Receive Increased Price of $41.15 per Share in Cash
TAMPA, Fla., May 22 /PRNewswire-FirstCall/ -- OSI Restaurant
Partners, Inc. (NYSE:OSI) today announced that it has entered into
an amendment to its previously announced Agreement and Plan of
Merger with Kangaroo Holdings, Inc. and Kangaroo Acquisition, Inc.
that increases the consideration payable to OSI stockholders to
$41.15 per share in cash, without interest, from $40.00 per share
(the "Revised Merger Consideration"). The Revised Merger
Consideration represents a 27% premium over the closing price of a
share of OSI common stock on November 3, 2006, the last trading day
prior to announcement of the merger. Kangaroo Holdings, Inc. is
controlled by an investor group comprised of investment funds
associated with Bain Capital Partners, LLC and investment funds
affiliated with Catterton Management Company, LLC. OSI's founders
and certain members of its management are expected to exchange
shares of OSI's common stock for shares of Kangaroo Holdings, Inc.
in connection with the merger. OSI's Board of Directors, based in
part upon the unanimous recommendation of its Special Committee of
independent directors, has approved and adopted the amended merger
agreement and recommends that stockholders adopt the amended merger
agreement. Wachovia Securities, LLC served as financial advisor to
the Special Committee, and rendered a fairness opinion to the
Special Committee as to the fairness, from a financial point of
view, of the Revised Merger Consideration to OSI's stockholders
(other than OSI's founders and members of management who are
expected to invest in Kangaroo Holdings, Inc.). Chris T. Sullivan,
Chairman of the Board, Robert D. Basham, Vice Chairman of the
Board, and A. William Allen, III, Chief Executive Officer, each of
whom is expected to exchange shares of OSI common stock for shares
of common stock of Kangaroo Holdings, Inc. in connection with the
merger, abstained from the board vote. The amended merger agreement
requires that the amended merger agreement be adopted by the
affirmative vote of the holders of a majority of the outstanding
shares of OSI common stock, as required by Delaware law, and also
adopted by the affirmative vote of the holders, as of the record
date, of a majority of the number of shares of OSI common stock
held by holders other than OSI's founders and the members of OSI
management expected to exchange shares of OSI common stock for
shares of common stock of Kangaroo Holdings, Inc. in connection
with the merger. The Special Committee and OSI have been advised
that Messrs. Sullivan, Basham and Gannon, OSI's founders, have
agreed with Kangaroo Holdings, Inc. that they will receive only $40
per share for their shares. Pursuant to the merger agreement
amendment, OSI has agreed not to pay its regular quarterly cash
dividend prior to the closing of the merger or termination of the
merger agreement. In addition, the parties have agreed not to
terminate the merger agreement under Section 7.1(b) of the merger
agreement prior to the close of business on June 19, 2007. The
special meeting of OSI stockholders, which was previously scheduled
for May 8, 2007 and was postponed to May 22, 2007, will now be held
on Friday, May 25, 2007, at 11:00 a.m., Eastern Daylight Time, at A
La Carte Event Pavilion, 4050-B Dana Shores Drive, Tampa, Florida
33634. However, in order to provide stockholders with additional
time to consider the changes to the merger effectuated by the
merger agreement amendment, including the Revised Merger
Consideration, and to review updated proxy materials, which OSI
expects to send to stockholders promptly, OSI intends to convene
the special meeting on May 25, 2007 for the sole purpose of
adjourning it to Tuesday, June 5, 2007 at 11:00 a.m. Eastern
Daylight Time at A La Carte Pavilion. Stockholders of record as of
March 28, 2007 remain entitled to vote at the special meeting.
Stockholders who have previously submitted their proxy or otherwise
voted, and who do not want to change their vote, need not take any
action. Stockholders with questions about the merger or how to vote
their shares (or how to change a prior vote of their shares) should
call the Company's proxy solicitor, MacKenzie Partners, Inc. at
(800) 322-2885 (toll free) or (212) 929-5500 (collect). About OSI
Restaurant Partners OSI Restaurant Partners, Inc. portfolio of
brands consists of Outback Steakhouse, Carrabba's Italian Grill,
Bonefish Grill, Fleming's Prime Steakhouse & Wine Bar, Roy's,
Lee Roy Selmon's, Blue Coral Seafood & Spirits and Cheeseburger
in Paradise. It has operations in 50 states and 20 countries
internationally. About Bain Capital Bain Capital Partners, LLC
(http://www.baincapital.com/) is a global private investment firm
that manages several pools of capital including private equity,
venture capital, public equity and leveraged debt assets with
approximately $40 billion in assets under management. Since its
inception in 1984, Bain Capital has made private equity investments
and add-on acquisitions in over 230 companies around the world,
including such restaurant and retail concepts as Domino's Pizza,
Dunkin' Donuts and Burger King, and retailers including Toys "R"
Us, AMC Entertainment, Staples and Burlington Coat Factory.
Headquartered in Boston, Bain Capital has offices in New York,
London, Munich, Tokyo, Hong Kong and Shanghai. About Catterton
Management With more than $2 billion under management, Catterton
Management is a leading private equity firm in the U.S. focused
exclusively on the consumer industry. Since its founding in 1990,
Catterton has leveraged its investment capital, strategic and
operating skills, and network of industry contacts to establish one
of the strongest investment track records in the consumer industry.
Catterton invests in all major consumer segments, including Food
and Beverage, Retail and Restaurants, Consumer Products and
Services, and Media and Marketing Services. Catterton has led
investments in companies such as Build-A-Bear Workshop, Cheddar's
Restaurant Holdings Inc., P.F. Chang's China Bistro, Baja Fresh
Mexican Grill, First Watch Restaurants, Frederic Fekkai, Kettle
Foods, Farley's and Sathers Candy Co., and Odwalla, Inc. More
information about the firm can be found at
http://www.cpequity.com/. Additional Information and Where to Find
It In connection with the proposed transaction, OSI has filed a
definitive proxy statement and other materials with the Securities
and Exchange Commission (the "SEC") and expects to file
supplementary proxy materials with the SEC. WE URGE INVESTORS TO
READ THE PROXY STATEMENT, THESE OTHER MATERIALS AND THE
SUPPLEMENTARY MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT OSI AND THE PROPOSED TRANSACTION. Investors can
obtain free copies of the definitive proxy statement as well as
other filed documents containing information about OSI at
http://www.sec.gov/, the SEC's free internet site. The
supplementary materials also will be available on the SEC's
internet site when filed. Free copies of OSI's SEC filings are also
available on OSI's internet site at
http://www.osirestaurantpartners.com/. Participants in the
Solicitation OSI and its executive officers and directors may be
deemed, under SEC rules, to be participants in the solicitation of
proxies from OSI's stockholders with respect to the proposed
transaction. Information regarding the identity of potential
participants, and their direct or indirect interests, by
securities, holdings or otherwise, is set forth in the definitive
proxy statement and other materials previously filed with the SEC
in connection with the proposed transaction and also will be
contained in the supplementary materials. DATASOURCE: OSI
Restaurant Partners, Inc. CONTACT: Dirk Montgomery, Chief Financial
Officer, OSI Restaurant Partners, Inc., +1-813-282-1225 Web site:
http://www.osirestaurantpartners.com/ http://www.baincapital.com/
http://www.cpequity.com/
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