Landry's Commences Cash Tender Offer for All Outstanding Shares of McCormick & Schmick's Seafood Restaurants at $8.75 Per Share

McCormick & Schmick's Seafood Restaurants, Inc. (NASDAQ: MSSR) and Landry's, Inc. today announced that Landry's MSA Co., Inc., a wholly-owned subsidiary of Landry's, has commenced a tender offer to acquire all of the issued and outstanding shares of common stock of MSSR at a price of $8.75 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 November 7, 2011, by and among MSSR, Landry's and Purchaser.

Pursuant to the merger agreement, upon the completion of the tender offer and satisfaction or waiver of certain conditions, Purchaser will merge with and into MSSR, with MSSR continuing as the surviving corporation in the merger and becoming a direct, wholly-owned subsidiary of Landry's. Each issued and outstanding share (other than shares owned by Landry's, Purchaser or MSSR, or by any stockholder of MSSR 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 $8.75, without interest and less any applicable withholding taxes.

The MSSR 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 fair to and in the best interests of MSSR's stockholders. Accordingly, MSSR's board of directors recommends that MSSR'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.

Landry's and Purchaser are 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, MSSR is filing with the SEC today a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of MSSR's board of directors that MSSR's stockholders tender their shares into the tender offer.

The offer and withdrawal rights will expire at midnight, New York City time, on December 20, 2011 unless it 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 MSSR common stock 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 tender offer, 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 Computershare Inc., c/o Voluntary Corporate Actions, P.O. Box 43011, Providence, RI 02940-3011. 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 toll-free at (877) 285-5990.

About McCormick & Schmick's Seafood Restaurants

McCormick & Schmick's Seafood Restaurants focus on serving a broad selection of fresh seafood with a menu printed twice daily and featuring the signature "Fresh List" of 20 different varieties of fresh seafood, in addition to aged steaks, poultry, entree salads and pasta. Each restaurant's chef contributes to the menu's unique and imaginative appeal by creating dishes tailored to regional tastes and their own talents. McCormick & Schmick's offers an inviting atmosphere and a high quality, diverse menu for everyone from casual diners, families and tourists to business travelers and special occasion diners. Learn more at http://www.mccormickandschmicks.com.


Logos, product and company names mentioned are the property of their respective owners.

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