HOUSTON, Nov. 22, 2011 /PRNewswire/ -- McCormick & Schmick's Seafood Restaurants, Inc. (NASDAQ: MSSR) ("MSSR") and Landry's, Inc. ("Landry's") today announced that Landry's MSA Co., Inc. ("Purchaser"), a wholly-owned subsidiary of Landry's, has commenced a tender offer to acquire all of the issued and outstanding shares of common stock of MSSR at a price of $8.75 per share, net to seller in cash without interest. The tender offer is being made in accordance with the previously announced Agreement and Plan of Merger, dated November 7, 2011, by and among MSSR, Landry's and Purchaser.
Pursuant to the merger agreement, upon the completion of the tender offer and satisfaction or waiver of certain conditions, Purchaser will merge with and into MSSR, with MSSR continuing as the surviving corporation in the merger and becoming a direct, wholly-owned subsidiary of Landry's. Each issued and outstanding share (other than shares owned by Landry's, Purchaser or MSSR, or by any stockholder of MSSR who is entitled to and properly exercises appraisal rights under Delaware law) will, by virtue of the merger and without any action on the part of the holder thereof, be canceled and converted into the right to receive an amount in cash equal to $8.75, without interest and less any applicable withholding taxes.
The MSSR board of directors has unanimously determined that the terms of the merger agreement, the tender offer, the merger and the other transactions contemplated by the merger agreement are fair to and in the best interests of MSSR's stockholders. Accordingly, MSSR's board of directors recommends that MSSR's stockholders accept the offer and tender their shares to Purchaser in the offer and, if required by applicable law, vote to adopt the merger agreement.