OSI amends merger agreement, will convene special meeting May 25, adjourn until June 5

By Lisa Kerner

Charlotte, N.C., May 22 - OSI Restaurant Partners, Inc. said its board approved and adopted an amended merger agreement with Kangaroo Holdings, Inc. and Kangaroo Acquisition, Inc. that gives OSI stockholders $41.15 per share in cash.

A special meeting of stockholders will be held on May 25, instead of on May 22 as previously announced. However, OSI plans to convene the May 25 meeting for the sole purpose of adjourning it to June 5, at 11 a.m. ET, in order to give stockholders time review the changes to the agreement. Only stockholders of record as of March 28 are entitled to vote at the special meeting.

Under the original Nov. 6, 2006 merger agreement, OSI stockholders would receive $40.00 per OSI share in cash in a transaction valued at $3.2 billion.

Kangaroo Holdings includes Bain Capital Partners, LLC and Catterton Management Co., LLC. OSI's founders and some members of its management are expected to exchange shares of the company's common stock for shares of Kangaroo Holdings in connection with the merger.

OSI is a Tampa, Fla., casual dining restaurants company with a portfolio of brands, including 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.

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