Glass Lewis Recommends That OSI Restaurant Partners' Stockholders Vote 'FOR' Merger
30 Aprile 2007 - 11:28PM
PR Newswire (US)
TAMPA, Fla., April 30 /PRNewswire-FirstCall/ -- OSI Restaurant
Partners, Inc. (NYSE:OSI) today announced that Glass Lewis has
recommended that OSI's stockholders vote "FOR" adoption of OSI's
merger agreement with Kangaroo Holdings, Inc. and Kangaroo
Acquisition, Inc. at its May 8, 2007 Special Meeting of
Stockholders. Kangaroo Holdings and Kangaroo Acquisition are
controlled by an investor group comprised of investment funds
affiliated with Bain Capital Partners LLC and Catterton Management
Company LLC, which are private equity firms, and expected to
include OSI's founders and certain members of OSI's senior
management. Founded in 2003, Glass, Lewis & Co., LLC is a
leading research and professional services firm that assists
institutions globally that have investment, financial or
reputational exposure to public companies. In recommending that
OSI's stockholder vote "FOR" adoption of the merger agreement,
Glass Lewis* stated in part that: -- "We commend the special
committee for evaluating the strategic options available to the
Company through the Stockholder Value Initiative." -- "At this
point, there appear to be few signals that the Company can improve
its operational and financial performance in the short term. This
is further reinforced in light of the Company's disappointing first
quarter 2007 operating results." -- "Financially, the consideration
offers shareholders a significant unaffected premium and an EBITDA
multiple value that exceeds the median multiple derived from
comparable transactions. Thus, based on our analysis and the
unanimous support of the board, we believe the proposed transaction
is in the interest of shareholders." *Permission to use quotations
from the Glass Lewis report was neither sought nor obtained. As
previously announced on April 26, 2007, Institutional Shareholder
Services (ISS) also recommended that OSI's stockholders vote "FOR"
adoption of OSI's merger agreement with Kangaroo Holdings, Inc. and
Kangaroo Acquisition, Inc. at its May 8, 2007 Special Meeting of
Stockholders. ISS is a leading independent U.S. proxy advisory firm
and its voting analyses and recommendations are relied upon by
hundreds of major institutional investment funds, mutual funds and
fiduciaries throughout the country. As announced on November 6,
2006, OSI entered into a merger agreement with Kangaroo Holdings
and Kangaroo Acquisition pursuant to which OSI's stockholders will
be entitled to receive $40.00 in cash for each share they own,
subject to closing of the transaction. The merger consideration
represents a 23% premium over the closing price of shares of OSI
common stock on November 3, 2006, the last trading day prior to
announcement of the merger. OSI's stockholders are encouraged to
read the definitive proxy statement relating to the merger in its
entirety as it provides, among other things, a detailed discussion
of the process that led to execution of the merger agreement. A
special committee comprised of all of OSI's independent directors
and OSI's board of directors recommends that OSI stockholders vote
"FOR" adoption of the merger agreement. The vote of each OSI
stockholder is very important regardless of the number of shares of
common stock that a stockholder owns. A failure to vote will have
the same legal effect as a vote against adoption of the merger
agreement. Stockholders who have questions about the merger, need
assistance in submitting their proxy or voting their shares should
contact OSI's proxy solicitor MacKenzie Partners, Inc., 105 Madison
Avenue, New York, New York 10016, 1-800-322-2885 (toll-free) or
212-929-5500 (call-collect), Email: . OSI Restaurant Partners'
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. Additional Information and Where to Find
It A definitive proxy statement of OSI Restaurant Partners and
other materials has been filed with the Securities and Exchange
Commission (the "SEC"). WE URGE INVESTORS TO READ THE PROXY
STATEMENT AND THESE OTHER MATERIALS CAREFULLY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT OSI RESTAURANT PARTNERS AND THE
PROPOSED TRANSACTION. Investors may obtain free copies of the
definitive proxy statement as well as other filed documents
containing information about OSI Restaurant Partners at
http://www.sec.gov/, the SEC's free internet site. Free copies of
OSI Restaurant Partners' SEC filings are also available on OSI
Restaurant Partners' internet site at
http://www.osirestaurantpartners.com/. Participants in the
Solicitation OSI Restaurant Partners and its executive officers and
directors may be deemed, under SEC rules, to be participants in the
solicitation of proxies from OSI Restaurant Partners' stockholders
with respect to the special meeting of stockholders. Information
regarding the officers and directors of OSI Restaurant Partners is
included in its definitive proxy statement for its 2006 annual
meeting filed with the SEC on March 30, 2006. More detailed
information regarding the identity of potential participants, and
their direct or indirect interests, by securities, holdings or
otherwise, is set forth in the proxy statement and other materials
filed with SEC in connection with the proposed transaction.
DATASOURCE: OSI Restaurant Partners, Inc. CONTACT: Lisa Hathcoat of
Dirk Montgomery, +1-813-282-1225, for OSI Restaurant Partners, Inc.
Web site: http://www.osirestaurantpartners.com/
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