OSI Adjourns Special Meeting of Stockholders
25 Maggio 2007 - 7:02PM
PR Newswire (US)
Meeting to Reconvene on June 5, 2007 TAMPA, Fla., May 25
/PRNewswire-FirstCall/ -- OSI Restaurant Partners, Inc. (NYSE:OSI)
announced that, at a special meeting of stockholders held today,
OSI's stockholders voted to adjourn the meeting to consider the
adoption of the Agreement and Plan of Merger, dated as of November
5, 2006, among OSI, Kangaroo Holdings, Inc. and Kangaroo
Acquisition, Inc., as amended by the Amendment to Agreement and
Plan of Merger, dated May 21, 2007. The special meeting of
stockholders is scheduled to reconvene on June 5, 2007, at 11:00
a.m., Eastern Daylight Time, at A La Carte Event Pavilion, 4050-B
Dana Shores Drive, Tampa, Florida 33634. The polls will remain open
during the adjournment. OSI's board of directors, based in part on
the unanimous recommendation of a special committee of independent
directors, has approved the amended merger agreement and recommends
that OSI's stockholders vote "FOR" the adoption of the amended
merger agreement. The adjournment will provide stockholders with
additional time to consider the changes to the merger agreement
effectuated by the May 21 amendment, including the increased merger
consideration of $41.15 per share, in cash, to review supplemental
proxy materials which OSI began distributing to stockholders on May
24, 2007 and to permit the solicitation of additional votes. The
increased 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, certain holders associated with one of its 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. The record date for stockholders
entitled to vote at the special meeting remains March 28, 2007.
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 who have questions about the merger, need
assistance in submitting their proxy or voting their shares (or
changing a prior vote of their shares) should contact OSI's proxy
solicitor, MacKenzie Partners, Inc., 105 Madison Avenue, New York,
NY 10016, 1-800-322-2885 (toll- free) or (212) 929-5500 (collect),
Email: . About OSI Restaurant Partners OSI Restaurant Partners,
Inc. 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 restaurants. It has operations in 50
states and 20 countries internationally. About Bain Capital Bain
Capital Partners, LLC (http://www.baincapital.com/ ) is a global
private investment firm that manages several pools of capital
including private equity, venture capital, public equity and
leveraged debt assets with approximately $40 billion in assets
under management. Since its inception in 1984, Bain Capital has
made private equity investments and add-on acquisitions in over 230
companies around the world, including such restaurant and retail
concepts as Domino's Pizza, Dunkin' Donuts and Burger King, and
retailers including Toys "R" Us, AMC Entertainment, Staples and
Burlington Coat Factory. Headquartered in Boston, Bain Capital has
offices in New York, London, Munich, Tokyo, Hong Kong and Shanghai.
About Catterton With more than $2 billion under management,
Catterton is a leading private equity firm in the U.S. focused
exclusively on the consumer industry. Since its founding in 1990,
Catterton has leveraged its investment capital, strategic and
operating skills, and network of industry contacts to establish one
of the strongest investment track records in the consumer industry.
Catterton invests in all major consumer segments, including Food
and Beverage, Retail and Restaurants, Consumer Products and
Services, and Media and Marketing Services. Catterton has led
investments in companies such as Build- A-Bear Workshop, Cheddar's
Restaurant Holdings Inc., P.F. Chang's China Bistro, Baja Fresh
Mexican Grill, First Watch Restaurants, Frederic Fekkai, Kettle
Foods, Farley's and Sathers Candy Co., and Odwalla, Inc. More
information about Catterton can be found at
http://www.cpequity.com/. Additional Information and Where to Find
It In connection with the proposed transaction, OSI has filed a
definitive proxy statement, a proxy supplement and other materials
with the Securities and Exchange Commission (the "SEC"). WE URGE
INVESTORS TO READ THE PROXY STATEMENT, PROXY SUPPLEMENT AND THESE
OTHER MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT OSI AND THE PROPOSED TRANSACTION. Investors can
obtain free copies of the definitive proxy statement and proxy
supplement as well as other filed documents containing information
about OSI at http://www.sec.gov/, the SEC's free internet site.
Free copies of OSI's SEC filings are also available on OSI's
internet site at http://www.osirestaurantpartners.com/.
Participants in the Solicitation OSI and its executive officers and
directors may be deemed, under SEC rules, to be participants in the
solicitation of proxies from OSI's stockholders with respect to the
proposed transaction. Information regarding the identity of
potential participants, and their direct or indirect interests, by
securities, holdings or otherwise, is set forth in the definitive
proxy statement, the proxy supplement and other materials filed
with the SEC in connection with the proposed transaction.
DATASOURCE: OSI Restaurant Partners, Inc. CONTACT: Dirk Montgomery
of OSI Restaurant Partners, Inc., +1-813-282-1225 Web site:
http://www.osirestaurantpartners.com/
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