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Smith & Wollensky shareholders approve merger with Project Grill
By Lisa Kerner
Charlotte, N.C. Aug. 20 - Smith & Wollensky Restaurant Group, Inc. shareholders approved the May 6 plan of merger with Project Grill, LLC and its subsidiary SWRG Acquisition Sub, Inc.
A majority of shares, not including those owned by chief executive officer Alan N. Stillman, voted in favor of the transaction, according to a company news release.
The merger agreement gives Smith & Wollensky shareholders $11.00 cash per share.
Following the merger's close, which is expected to occur when all conditions are met, Smith & Wollensky's stock will no longer trade on the Nasdaq Global Market, the release stated.
As previously reported, Smith & Wollensky board's approved an amended merger agreement from Patina Restaurant Group, LLC with an increased offer price of $11.00 per share, up from $9.25 per share. Patina assigned its rights and obligations under the agreement to a consortium including Nick Valenti, Joachim Splichal and the private equity firm Bunker Hill Capital, LP and its affiliate Bunker Hill Capital (QP), LP.
Stillman will acquire the Park Avenue Cafe and Quality Meats restaurants currently owned and operated by SWRG in New York and the management rights to Smith & Wollensky in New York, the Post House and Maloney & Porcelli. A separate partnership will continue to own the Smith & Wollensky in New York. Stillman will also acquire certain other assets of SWRG and will assume certain liabilities of Smith & Wollensky.
Patina, led by Valenti and Splichal, will manage the restaurants including those in Miami Beach, Fla., Chicago, Las Vegas, Washington, D.C. and Philadelphia acquired by the consortium.
On March 16, Houston-based Landry's Restaurants, Inc. made a new offer to acquire Smith & Wollensky for $9.75 per share in cash, a $0.50 premium to Patina's Feb. 26 offer.
New York-based Smith & Wollensky operates restaurants in eight cities.
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