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Landry's Delivers Letter To Ark Restaurants Corp. Offering To Acquire Company For $22.00 Per Share



Landry's Delivers Letter To Ark Restaurants Corp. Offering To Acquire Company
                             For $22.00 Per Share

PR Newswire

HOUSTON, Feb. 6, 2013

HOUSTON, Feb. 6, 2013 /PRNewswire/ -- Landry's, Inc. ("Landry's") announced
that it has sent a letter to Ark Restaurants Corp. (NASDAQ: ARKR) proposing to
acquire Ark in a negotiated transaction for $22.00 per share, which represents
a 22% premium to Ark's closing price on February 6, 2013.  A copy of the
letter is set forth below. 

February 6, 2013

Via Facsimile and Email

Mr. Michael Weinstein
Chairman of the Board and Chief Executive Officer
Ark Restaurants Corp.
85 Fifth Avenue
New York, New York 10003

Dear Michael:

We are writing to advise you that Landry's, Inc. ("Landry's") is prepared to
enter into negotiations to acquire all of the outstanding capital stock of Ark
Restaurants Corp. ("Ark" or the "Company") for $22.00 per share in cash, which
represents a 22.0% premium to the closing price of the Company's common stock
on February 6, 2013, a 28.5% premium to the average closing price over the
past 30 days and a 31.5% premium to the average closing price over the past 90
days.  Given this significant premium and the thin trading market for the
Company's stock, which had an average daily trading volume of 3,921 and 4,125
shares over the past 30 days and 90 days, respectively, we believe this
proposal would provide Ark's stockholders immediate liquidity and an immediate
opportunity to maximize their investment in the Company.  

We propose that this negotiated transaction be accomplished by way of a
definitive merger agreement to acquire 100% of Ark's shares.  We are also
willing to discuss a structure that allows us, as a first step, to take our
proposal directly to your stockholders to consummate the acquisition on an
expedited basis.  We are highly experienced in operating and acquiring
restaurant companies, having recently completed the acquisition of prominent
industry leaders including McCormick & Schmick's Seafood Restaurants, Inc. and
Morton's Restaurant Group, Inc.  We are familiar with the Company's business
operations and therefore require limited due diligence.  Our proposal is
conditioned upon satisfactory completion of confirmatory due diligence,
obtaining material consents and approvals, waiver of any applicable
anti-takeover provisions, and other customary terms and conditions for a
transaction of this type.  Our proposal is not subject to any financing
contingency.  Landry's already has the cash available to it through its parent
company, Fertitta Entertainment, Inc.  We are prepared to enter into an
appropriate confidentiality agreement (without standstill provisions) and
commence our due diligence immediately.  We believe our limited due diligence
can be completed on an expedited basis.  Given our access to existing cash,
ability to consummate the transaction without a financing contingency and the
clear benefits we believe such a transaction would provide to all
constituents, we would hope to proceed as soon as possible. 

We stand ready to meet with the Board of Directors and its representatives as
soon as possible in order to proceed.  We look forward to your prompt reply.

Respectfully,

 

/s/ Tilman J. Fertitta

Tilman J. Fertitta

President and CEO

Forward-Looking Statements

This press release contains forward-looking statements. Investors are
cautioned that all forward-looking statements involve risks and uncertainty,
including, without limitation, general economic conditions. Although Landry's
believes that the assumptions underlying the forward-looking statements are
reasonable, any of the assumptions could be inaccurate, and therefore, there
cannot be assurance that any forward-looking statements included in this press
release will prove to be accurate. In light of the significant uncertainties
inherent in any forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by Landry's or any
other person that the objectives and plans of Landry's will be achieved.

ABOUT LANDRY'S, INC.: Landry's is a national, diversified restaurant,
hospitality, gaming 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, McCormick &
Schmick's Seafood Restaurant, The Chart House, Bubba Gump Shrimp Co., Claim
Jumper, Saltgrass Steak House and Oceanaire, and fine dining restaurants such
as Morton's Steakhouse. 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 Complex, and the Downtown
Aquariums in Denver and Houston.

SOURCE Landry's, Inc.

Contact: Rick H. Liem, Executive Vice President & CFO, +1-713-850-1010 or
Steven L. Scheinthal, Executive Vice President & General Counsel,
+1-713-850-1010
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