ORLANDO, Fla., May 3, 2023 /PRNewswire/ -- Darden Restaurants,
Inc. ("Darden") (NYSE:DRI) and Ruth's Hospitality Group, Inc.
("Ruth's") (Nasdaq:RUTH) announced earlier today that they have
entered into a definitive merger agreement pursuant to which Darden
will commence a tender offer to acquire all of the outstanding
shares of Ruth's for $21.50 per
share, in an all-cash transaction with an equity value of
approximately $715 million. As
previously announced, the companies will host a conference call to
discuss the transaction on Thursday, May 4, 2023, at
8:30 a.m. ET. The call
information provided in the earlier press release was incorrect;
this press release is issued to provide updated call
information.
To listen to the call live, please go
to https://evercall.co/oacc/71522 at least fifteen minutes
early to register, download, and install any necessary audio
software. Prior to the call, a slide presentation will be posted on
the Investor Relations section of Darden's website at:
www.darden.com. For those who cannot access the Internet, please
dial 1-800-528-1066 and provide the conference passcode 71522. For
those who cannot listen to the live broadcast, a replay will be
available on the Investor Relations section of Darden's website at:
www.darden.com shortly after the call.
About Darden
Darden is a restaurant company featuring
a portfolio of differentiated brands that include Olive
Garden, LongHorn Steakhouse, Cheddar's Scratch Kitchen,
Yard House, The Capital Grille, Seasons 52, Bahama
Breeze and Eddie V's. For more information, please visit
www.darden.com.
About Ruth's Hospitality Group, Inc.
Ruth's
Hospitality Group, Inc., headquartered in Winter Park, Florida, is the largest fine
dining steakhouse company in the U.S. as measured by the total
number of Company-owned and franchisee-owned restaurants, with more
than 150 Ruth's Chris Steak House locations worldwide specializing
in USDA Prime grade steaks served in Ruth's Chris' signature
fashion – "sizzling." For more information, please visit
www.rhgi.com.
Additional Information about the Tender Offer and Where to
Find It
The tender offer described above has not yet commenced. This
communication is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell any
securities, nor is it a substitute for the tender offer materials
that Darden and a wholly-owned subsidiary of Darden ("Merger Sub")
will file with the United States Securities and Exchange Commission
(the "SEC") upon commencement of the tender offer. A solicitation
and offer to buy outstanding shares of Ruth's Hospitality Group,
Inc. (the "Company" or "Ruth's") common stock will only be made
pursuant to the tender offer materials that Darden and Merger Sub
intend to file with the SEC. At the time the tender offer is
commenced, Darden and Merger Sub will file a tender offer statement
on Schedule TO, and Ruth's will file a solicitation/recommendation
statement on Schedule 14D-9 (the "Solicitation/Recommendation
Statement") with the SEC with respect to the tender offer.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS)
AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE
PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF RUTH'S ARE URGED TO
READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH
AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND
STOCKHOLDERS OF RUTH'S SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING TENDERING THEIR SHARES IN THE OFFER.
The tender offer materials (including the Offer to Purchase and
the related Letter of Transmittal), as well as the
Solicitation/Recommendation Statement, will be made available to
all investors and stockholders of Ruth's at no expense to them at
the Investor Relations section of Darden's website at
www.darden.com and under the "SEC Filings" section of the
Company's website at www.rhgi.com/investors, and (once they
become available) will be mailed to the stockholders of Ruth's free
of charge. The information contained in, or that can be accessed
through, Darden's website or the Company's website is not a part
of, or incorporated by reference in, this press release. The tender
offer materials (including the Offer to Purchase and the related
Letter of Transmittal), as well as the Solicitation/Recommendation
Statement, will also be made available for free on the SEC's
website at www.sec.gov. In addition to the Offer to Purchase, the
related Letter of Transmittal and certain other tender offer
documents, as well as the Solicitation/Recommendation Statement,
Darden and Ruth's file annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read any
reports, statements or other information filed by Darden or Ruth's
with the SEC for free on the SEC's website at www.sec.gov, or at
the Investor Relations section of Darden's website at
www.darden.com and under the "SEC Filings" section of the
Company's website at www.rhgi.com/investors.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements either contained in or incorporated by
reference into this document, other than purely historical
information, including statements relating to the acquisition of
the Company by Darden and any statements relating to the Company's
business and expected operating results, and the assumptions upon
which those statements are based, are "forward-looking statements."
These forward-looking statements generally include statements that
are predictive in nature and depend upon or refer to future events
or conditions, and include words such as "believes," "plans,"
"anticipates," "projects," "estimates," "expects," "intends,"
"strategy," "future," "opportunity," "may," "will," "should,"
"could," "potential," or similar expressions. Forward-looking
statements are based on management's current expectations and
beliefs, as well as a number of assumptions, estimates and
projections concerning future events and do not constitute
guarantees of future performance. These statements are subject to
risks, uncertainties, changes in circumstances, assumptions and
other important factors, many of which are outside management's
control, that could cause actual results to differ materially from
the results discussed in the forward-looking statements.
Such forward-looking statements include those relating to the
ability to complete, and the timing of completion of, the
transactions contemplated by the merger agreement, including the
parties' ability to satisfy the conditions to the consummation of
the tender offer and the other conditions set forth in the merger
agreement and the possibility of any termination of the merger
agreement. Actual results may differ materially from current
expectations because of numerous risks and uncertainties including,
among others: (i) the risk that the proposed transaction may not be
completed in a timely manner or at all; (ii) uncertainty
surrounding the number of shares of the Company's common stock that
will be tendered in the tender offer; (iii) the risk of legal
proceedings that may be or have been instituted related to the
merger agreement, which may result in significant costs of defense,
indemnification and liability; (iv) the possibility that competing
offers or acquisition proposals for the Company will be made; (v)
the possibility that any or all of the various conditions to the
consummation of the tender offer or the merger may not be satisfied
or waived, including that a governmental entity may prohibit, delay
or refuse to grant approval for the consummation of the tender
offer or the merger; (vi) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
merger agreement; (vii) the effects of disruption from the
transactions on the Company's business and the fact that the
announcement and pendency of the transactions may make it more
difficult to establish or maintain relationships with employees and
business partners; (viii) Darden's ability to realize the synergies
contemplated by the proposed transaction and integrate the business
of the Company; (ix) reductions in the availability of, or
increases in the cost of, USDA Prime grade beef, fish and other
food items; (x) changes in economic conditions, including
inflation, increasing interest rates, higher unemployment, slowing
growth or recession; (xi) reductions in consumer discretionary
income and general competition in the restaurant industry; (xii)
the effect of shortages or increases in labor costs, state or local
government regulations related to the sale or preparation of food,
the sale of alcoholic beverages and the opening of new restaurants;
(xiii) risks in the markets where the Company's restaurants are
located; and (xiv) the inability to successfully integrate
franchisee acquisitions into the Company's business operations,
economic, regulatory and other limitations on the Company's ability
to pursue new restaurant openings and other organic growth
opportunities. The risks and uncertainties may be impacted by the
COVID-19 pandemic (including supply chain constraints, labor
shortages and inflationary pressure). The foregoing factors should
be read in conjunction with the risks and cautionary statements
discussed or identified in Darden's and the Company's respective
public filings with the SEC from time to time, including their
respective Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K. Darden's and the Company's
stockholders and investors are cautioned not to unduly rely on
these forward-looking statements. The forward-looking statements
speak only as of the date hereof and, other than as required by
applicable law, Darden, Merger Sub and the Company expressly
disclaim any intent or obligation to update or revise publicly
these forward-looking information or statements.
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SOURCE Darden Restaurants, Inc.: Financial