Morton’s Restaurant Group, Inc. To Be Acquired by Tilman J. Fertitta

Morton’s Restaurant Group, Inc. (NYSE: MRT) announced that it has signed a definitive agreement with Tilman J. Fertitta's wholly-owned company Fertitta Morton's Restaurants Inc., an affiliate of Landry’s, Inc., whereby Feritta, through an acquisition subsidiary, will acquire all of the outstanding shares of Morton’s for $6.90 per share in cash, representing a premium of approximately 34% to the Company's closing price on December 15, 2011 and a premium of approximately 30% to the weighted average 30-day trading price immediately preceding this announcement.

“I couldn't be more enthusiastic about this acquisition. Morton's has built an iconic worldwide restaurant brand and we welcome the Morton's Restaurant Group into our Landry's family.”

Fertitta will finance the transaction through a combination of cash and debt, for which it has arranged financing, and expects to close the transaction in early February 2012.

Under the terms of the agreement, Fertitta will commence a tender offer no later than 10 business days from the date hereof for all outstanding common stock of Morton's for $6.90 in cash. Upon the successful completion of the tender offer, Fertitta will acquire all remaining shares of Morton's through a second-step merger.

The announcement follows a comprehensive review undertaken by the Board to maximize stockholder value. After a thorough assessment, the Board of Directors unanimously approved the agreement and unanimously recommends that the Company’s stockholders tender their shares in the tender offer.

“This transaction is a testament to the strength of the Gold Standard Morton’s brand that we’ve built over 33 years,” said Christopher J. Artinian, President and Chief Executive Officer of Morton’s Restaurant Group, Inc. “Our tenured and dedicated employees worldwide have created a very special company culture, raising hospitality to a higher level with a core focus of delivering a “WOW!” experience to every single one of our guests, which has become our Morton’s trademark.”

According to Tilman J. Fertitta, Chairman, President and owner, "I couldn't be more enthusiastic about this acquisition. Morton's has built an iconic worldwide restaurant brand and we welcome the Morton's Restaurant Group into our Landry's family."

The closing of the tender offer is subject to certain conditions, including the tender of a number of Morton's shares that, together with shares owned by Fertitta and its affiliates, represents at least a majority of the total number of Morton'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.

Castle Harlan Partners III, L.P., which owns in the aggregate approximately 27.7% of the Company’s outstanding shares, has entered into an agreement pursuant to which it will, subject to the terms and conditions thereof, tender its shares into the offer and, if applicable, vote in favor of the merger.

Each of Jefferies & Company, Inc. and KeyBanc Capital Markets Inc. are serving as financial advisors to Morton's and have provided fairness opinions to the Company's Board with respect to the transaction. Schulte Roth & Zabel, LLP and Richards Layton & Finger, P.A. are serving as the Company's legal counsel.


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