M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Friday, May 25, 2007

Free Food! OSI Restaurant Partners Shareholder Meeting Today.

OSI Restaurant Partners is holding its three times postponed shareholder meeting today.  According to OSI's press release, the purpose of the meeting is only to adjourn it to June 5, 2007 in order to provide OSI shareholders more time to consider an increased offer from a consortium led by Bain Capital Partners, LLC and Catterton Management Company, LLC.  The buy-out group on Tuesday announced that it will now pay $41.15 per share in cash up from $40.00 per share.   

I've blogged before about this deal and management's inordinate and inappropriate involvement in the process.  OSI's founders, CEO, CFO, COO and Chief Legal Officer are all participating in the deal.  I believe that their undue influence on the process and participation has given shareholders a Hobson's choice:  no deal at all or a less than full premium in the private equity/management buy-out being offered.  Nonetheless, analysts believe that the latest increase offered by the buy-out group should be enough to gain shareholder approval.  A substantial number of OSI's shares are now held by arbitrageurs, and Tuesday's 3% raise is a nice return on an annualized basis for them.

For aggrieved OSI shareholders, I note that dissenters' rights are available if the transaction goes through and you don't vote for it.  Additionally, another way to earn some extra return, would be to attend the next two meetings.  These meetings typically have a spread of food and refreshments, and since OSI is a restaurant company it might be tastier and more copious than normal.  I make no promises about this, but if there is food it would be free for shareholders, so the more you eat the more money you can put into your pocket (actually stomach).  Not to mention you can exercise your shareholder rights.  Today's meeting time and place for those OSI shareholders hungry and/or interested is:    

Friday, May 25, 2007, at 11:00 a.m., Eastern Daylight Time, at A La Carte Event Pavilion, 4050-B Dana Shores Drive, Tampa, Florida 33634.

Let me know if it was worth the trip and I'll make another post on June 5 as a reminder, perhaps including the menu from this meeting. 

Update:   The meeting today voted to adjourn to June 5. 


Going-Privates, Management Buy-Outs, Private Equity, Takeovers | Permalink

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