Darden begins tender offer for RARE

By Lisa Kerner

Charlotte, N.C., Aug. 31 - Darden Restaurants, Inc. wholly owed subsidiary Surf & Turf Merger Corp. began a tender offer to acquire all outstanding shares of common stock of RARE Hospitality International, Inc. for $38.15 per share, in cash.

The offer expires at midnight ET on Sept. 28, a company news release stated.

It was previously reported that the all-cash transaction is valued at an estimated $1.4 billion, including debt. The agreement includes a termination fee equal to 2.9% of the fully diluted equity value of the transaction payable to Darden under certain circumstances. Darden plans to finance the acquisition through cash and newly committed credit facilities.

On Aug. 31, RARE said it began a consent solicitation with respect to its 2.5% convertible senior notes due 2026. The consents would allow RARE to terminate the related registration rights agreement for any reason. Georgeson Inc. (888 605-8348) is the information agent for the consent solicitation.

Atlanta-based RARE owns, operates and franchises 317 restaurants, including 287 LongHorn Steakhouse restaurants and 28 Capital Grille restaurants.

Darden, based in Orlando, Fla., owns and operates nearly 1,400 Red Lobster, Olive Garden, Bahama Breeze, Smokey Bones and Seasons 52 restaurants with annual sales of $5.6 billion.

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