Robbins Umeda LLP Announces an Investigation of McCormick & Schmick’s Seafood Restaurants, Inc.
Robbins Umeda LLP, a shareholder rights litigation firm, has commenced an investigation into possible breaches of fiduciary duty and other violations of state law by members of the board of directors of McCormick & Schmick’s Seafood Restaurants, Inc. (NASDAQ: MSSR) in connection with their efforts to sell the company to Landry’s, Inc.
On November 8, 2011, McCormick & Schmick’s announced that it had entered into a definitive merger agreement pursuant to which Landry’s MSA Co., Inc., a subsidiary of Landry’s, will commence an all cash tender offer to acquire all outstanding shares of the company. According to the terms of the deal, shareholders will receive $8.75 for each share of McCormick & Schmick’s they own. The transaction is expected to close as soon as December 2011 or early January 2012.
Robbins Umeda LLP’s investigation focuses on whether McCormick & Schmick’s board is undertaking a fair process to obtain maximum value and adequately compensate shareholders. In particular, the firm is investigating the decision by the Board to enter in to the agreement with Landry’s, despite the fact that the November 8, 2011 offer is considerably lower than the original tender offer commenced by Landry’s in April of 2011. The April 2011 tender offer would have provided shareholders with $9.25 per share, compared to the current offer which will compensate shareholders with only $8.75 per share.
Additionally, shares of McCormick & Schmick’s have traded and closed above the offer price as recently as August 2, 2011, and several leading market analysts have released target prices for the company that value shares of McCormick & Schmick’s between $9.00 and $12.00 per share, considerably higher than the offer price from Landry’s.
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