Buffets and Ryan's Restaurant Group to Combine in $876 Million Transaction, Creating Nation's Largest Buffet Restaurant Chain;
25 Julho 2006 - 8:36AM
Business Wire
Ryan's Shareholders to Receive $16.25 Per Share in Cash Buffets,
Inc., a leading owner and operator of buffet-style restaurants, and
Ryan's Restaurant Group, Inc. (Nasdaq: RYAN), the leading publicly
traded buffet operator, today announced the signing of an agreement
under which a subsidiary of Buffets will merge with Ryan's in a
cash transaction valued at approximately $876 million, including
debt that will be assumed or repaid at or prior to closing. Buffets
is owned by an investment partnership organized by Caxton-Iseman
Capital, Inc., a New York-based private equity firm, and the senior
management of Buffets. The transaction will create the nation's
largest buffet restaurant chain and one of the five largest
companies in the casual and mid-scale dining segment. The combined
company will have annual revenues of more than $1.7 billion, a
national footprint, and operate approximately 675 restaurants
principally under the well-respected Ryan's(R) Grill, Buffet &
Bakery, Fire Mountain(R), Old Country Buffet(R) and HomeTown
Buffet(R) brands. Under terms of the agreement, which has been
unanimously approved by the boards of directors of both companies,
Ryan's shareholders will receive $16.25 in cash for each common
share they own, representing an approximate 45% premium over Ryan's
closing share price on July 24, 2006. The combined company will
continue to be called Buffets, Inc. and will continue to be
headquartered in Eagan, Minnesota. Ryan's will operate as a
separate division of Buffets and will continue to be based in
Greer, South Carolina. R. Michael Andrews, Chief Executive Officer
of Buffets, will continue to serve in this capacity for the
combined company, which will have approximately 43,000 employees.
Mr. Andrews said: "Our combination with Ryan's is an outstanding
opportunity for Buffets, as we are combining two complementary
businesses from a geographic, operational and cultural perspective.
Ryan's leading position in the South will balance Buffets' leading
position in the North and West, allow for continued brand
development in our core markets and provide further opportunities
for geographic expansion. As one company, we will capitalize on
opportunities in purchasing, marketing and restaurant operations.
Most importantly, the people of both companies - from senior
management to the store level staff - share a deep commitment to
creating positive dining experiences for our customers on a daily
basis, and providing an enjoyable and rewarding workplace for our
employees. "We are excited about the opportunity to work together
with the Ryan's team to apply best practices from each company
across our organization. We expect that the result of our efforts
will be a national restaurant chain even better positioned to
provide its millions of customers with delicious meals at a great
value in a family oriented environment," Mr. Andrews concluded.
Charles D. Way, Chief Executive Officer of Ryan's, said: "Since
opening its first restaurant in 1978, Ryan's has strived to serve
great meals to our loyal customers, to be a great place for our
employees to work and to create value for our shareholders. In
joining forces with Buffets, we have found a partner committed to
each of these principles. Buffets respects the heritage of our
brands and, like Ryan's, has a long history of great customer
service and treating its employees as partners in its success.
Importantly, we believe this transaction will deliver substantial
value to our shareholders, whom we thank for their support. Our
entire team is committed to working with the Buffets leadership to
complete a successful integration." Steven M. Lefkowitz, a Managing
Director of Caxton-Iseman, said: "We are pleased to back this
outstanding management team led by Mike Andrews in an exciting
growth initiative. The Ryan's management team has done an
impressive job developing two outstanding brands, and we look
forward to building on their success. We believe the combination of
these businesses brings together the assets, skills and resources
to create a new entity that is greater than the sum of its parts.
Mike and his colleagues have our full support as they work to
further strengthen the company for the benefit of our employees,
customers and their communities." Completion of the transaction,
which is expected to occur in the fourth quarter of 2006, is
subject to approval by Ryan's shareholders, regulatory approvals,
receipt of financing and other customary closing conditions. It is
anticipated that the transaction will be funded through a
combination of bank debt, senior subordinated debt and real estate
financing, which will result in a full refinancing of Buffets' and
Ryan's existing debt. The debt financing for the transaction has
been committed by Credit Suisse Securities (USA) LLC and UBS
Securities LLC, and the real estate financing has been committed by
affiliates of Fortress Investment Group LLC. Buffets' financial
advisor with respect to this transaction is Berenson & Company,
LLC, and its legal advisor is Paul, Weiss, Rifkind, Wharton &
Garrison LLP. Ryan's financial advisor with respect to this
transaction is Brookwood Associates, LLC, and its legal advisor is
Wyche, Burgess, Freeman & Parham, P.A. About Buffets Buffets
currently operates 337 restaurants in 33 states comprised of 328
buffet restaurants and nine Tahoe Joe's Famous Steakhouse(R)
restaurants. The buffet restaurants are principally operated under
the Old Country Buffet(R) or HomeTown Buffet(R) brands. Buffets
also franchises 18 buffet restaurants in seven states. About Ryan's
Restaurant Group Ryan's Restaurant Group, Inc. (Nasdaq: RYAN),
headquartered in Greer, South Carolina, is a leading restaurant
company operating approximately 340 Ryan's(R) Grill, Buffet &
Bakery and Fire Mountain(R) restaurants in 23 states primarily in
the Southern and Midwestern United States. Ryan's employs
approximately 23,000 team members and serves more than 110 million
customers annually. About Caxton-Iseman Capital Caxton-Iseman
Capital, Inc. is a New York-based private equity firm. In addition
to Buffets, its portfolio companies include Ply Gem Industries,
Inc., a manufacturer of vinyl building products; Electrograph
Systems, Inc., a leading national value-added distributor of
display technology solutions; and Prodigy Health Group, Inc., a
health care services company. Caxton-Iseman's investment vehicles
have available capital in excess of $2 billion. Cautionary Language
Concerning Forward-Looking Statements Statements herein regarding
the proposed transaction between Buffets, Inc., a subsidiary of
Buffets Holdings, Inc. and Ryan's Restaurant Group, Inc., future
financial and operating results, benefits and synergies of the
transaction, future opportunities for the combined company and any
other statements about future expectations constitute forward
looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are based upon
current beliefs and expectations and are subject to significant
risks and uncertainties. There are a number of important factors
that could cause actual results or events to differ materially from
those indicated by such forward looking statements, including: the
ability to obtain governmental approvals of the transaction on the
proposed terms and schedule and the ability of Buffets, Inc. to
achieve synergies in connection with the merger and the integration
of Ryan's Restaurant Group, Inc. successfully into its business.
Each of Buffets Holdings, Inc., Buffets, Inc. and Ryan's Restaurant
Group, Inc. disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Additional factors that
may affect future results are contained in each company's filings
with the Securities and Exchange Commission ("SEC"), including
Buffets Holdings, Inc.'s Annual Report on Form 10-K for the year
ended June 29, 2005 and Ryan's Restaurant Group, Inc.'s Annual
Report on Form 10-K for the year ended December 28, 2005, each of
which is available at the SEC's Web site http://www.sec.gov. The
information set forth herein speaks only as of the date hereof, and
any intention or obligation to update any forward looking
statements as a result of developments occurring after the date
hereof is hereby disclaimed. Important Information Will Be Filed
with the SEC In connection with the proposed transaction, Ryan's
Restaurant Group, Inc. plans to file with the SEC a Proxy
Statement. Investors and security holders of Ryan's Restaurant
Group, Inc. are urged to read the Proxy Statement and any other
relevant documents filed with the SEC when they are available
because they will contain important information about Ryan's
Restaurant Group, Inc., the proposed merger and related matters.
The final Proxy Statement will be mailed to stockholders of Ryan's
Restaurant Group, Inc. Investors and security holders of Ryan's
Restaurant Group, Inc. will be able to obtain copies of the Proxy
Statement, when they become available, as well as other filings
with the SEC that will be incorporated by reference into such
documents, containing information about Ryan's Restaurant Group,
Inc., without charge, at the SEC's Internet site
(http://www.sec.gov). These documents may also be obtained for free
from Ryan's Restaurant Group, Inc. by directing a request to Ryan's
Restaurant Group, Inc., Investor Relations, PO Box 100, Greer, SC
29652, or at Ryan's Restaurant Group, Inc.'s Investor Relations
page on its corporate website at www.ryans.com. Participants in
Solicitation Ryan's Restaurant Group, Inc. and its respective
directors and executive officers and other members of management
and employees may be deemed to be participants in the solicitation
of proxies from Ryan's Restaurant Group, Inc.'s stockholders in
respect of the proposed merger. Information regarding Ryan's
Restaurant Group, Inc.'s directors and executive officers is
available in Ryan's Restaurant Group, Inc.'s proxy statement for
its 2006 annual meeting of stockholders, which is filed with the
SEC. Additional information regarding the interests of such
potential participants will be included in the proxy statement and
the other relevant documents filed with the SEC when they become
available.
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