M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

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Monday, May 14, 2007

The Bloomin' Onion (Redux)

OSI Restaurant Group, owner of the Outback Steakhouse and Cheeseburger in Paradise restaurant chains, yesterday announced that it had once again delayed its special meeting of stockholders, originally scheduled for May 8 and previously postponed until May 15, 2007, until May 22nd.  The purpose of the delay is to permit OSI even more time to continue to solicit votes to approve its proposed $3.2 billion acquisition by an investor group consisting of Bain Capital Partners, LLC, Catterton Management Company, LLC, OSI's founders and its executive management.  The acquisition is in jeopardy due to shareholder opposition to the price being offered (for more on the shareholder opposition, see the Wall Street Journal blog-post here). 

The OSI management/private equity buy-out has always been a problematical one due to the widespread involvement of its management and the troublesome way in which they inserted themselves into the sale process.  OSI's CEO, COO, CFO and Chief Legal Officer are all involved and stand to profit from the deal going being approved.  Given these conflicts and deep management involvement, the failure of a competing bid to emerge despite the presence of a 50-day "go-shop" provision is not surprising.  OSI's repeated delay of the shareholder meeting to round up support and management's now active involvement in the solicitation, while legally permissible under Delaware law, is yet more evdence of a raw deal.   

http://lawprofessors.typepad.com/mergers/2007/05/the_bloomin_oni_1.html

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

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