OSI Announces Amended Merger Agreement
Stockholders to Receive Increased Price of $41.15 per Share in Cash
Stockholder Vote to Adopt Merger Agreement Rescheduled to May 25, 2007; with intended adjournment to June 5, 2007
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).
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).
