Smith & Wollensky Restaurant Group, Inc. Stockholders to Receive $11.00 Per Share in CashNEW YORK, NY, May 07, 2007 (MARKET WIRE via COMTEX News Network) -- The Smith & Wollensky Restaurant Group, Inc. (NASDAQ: SWRG)
announced today that it has amended the merger agreement previously
entered into with Patina Restaurant Group, LLC to reflect, among
other things, an increase in the cash merger price from $9.25 per
share to $11.00 per share. In addition, Patina has assigned its
rights and obligations under the merger agreement to a consortium
consisting of Nick Valenti and Joachim Splichal, and the private
equity firm of Bunker Hill Capital, L.P. and its affiliate Bunker
Hill Capital (QP), L.P.
As part of the transaction, Mr. Alan N. Stillman, Chief Executive
Officer of The Smith & Wollensky Restaurant Group, Inc., will acquire
the Park Avenue Cafe and Quality Meats restaurants currently owned
and operated by SWRG in New York City and the management rights to
Smith & Wollensky in New York City, the Post House and Maloney &
Porcelli. The Smith & Wollensky in New York City has been owned by a
separate partnership for approximately 30 years and that ownership
will continue under this same separate partnership. Mr. Stillman
will also acquire certain other assets of SWRG and will assume
certain liabilities of The Smith & Wollensky Restaurant Group, Inc.
The Patina Restaurant Group, led by Messrs Valenti and Splichal, will
manage the restaurants acquired by the consortium which are located
in Miami Beach, Chicago, Las Vegas, Washington, D.C., Philadelphia,
Columbus, Houston and Boston.
The Special Committee of The Smith & Wollensky Restaurant Group,
Inc.'s Board of Directors and the Board of Directors have each
approved the amended merger agreement and the Board of Directors is
recommending that The Smith & Wollensky Restaurant Group, Inc.'s
stockholders approve the transaction.
Alan N. Stillman, Chief Executive Officer of The Smith & Wollensky
Restaurant Group, Inc. said, "We believe this transaction is in the
best interests of our stockholders. The $11.00 per share price is a
significant increase from the $9.25 per share previously agreed to,
represents a premium of approximately 118% from the price of our
stock in early January and is significantly higher than the trading
price for our common stock for the last several years."
Patina has also assigned to the consortium its rights under the
voting agreement that Alan Stillman previously entered into with
Patina pursuant to which he has agreed to vote his shares of The
Smith & Wollensky Restaurant Group, Inc. in favor of the merger. The
transaction, which is expected to close during the third calendar
quarter of 2007, requires the approval of The Smith & Wollensky
Restaurant Group, Inc. stockholders and certain regulatory approvals
and is subject to certain other customary closing conditions.
Messrs Valenti and Splichal stated, "We are excited about the
prospect of operating the definitive premier steak house concept in
the United States and look forward to working with our partner,
Bunker Hill Capital, to achieve our plans for the business."
Theresa Nibi and Mark DeBlois, Managing Partners at Bunker Hill
Capital noted that, "SWRG is an ideal investment for our firm. It
has a strong brand name and Nick and Joachim's long and successful
track record of managing and growing restaurant concepts gives us
great confidence that we will be able to both enhance value at
existing locations and accelerate growth through the opening of new
units."
About Smith & Wollensky Restaurant Group
The Smith & Wollensky Restaurant Group, Inc. develops and operates
high-end, high-volume restaurants in major cities across the United
States. Since its inception, the company has grown to include 13
restaurants, including Smith & Wollensky in Miami Beach, Chicago, Las
Vegas, Washington, D.C., Philadelphia, Columbus, Houston, and Boston.
SWRG also operates several other restaurants in New York, including,
Maloney & Porcelli, Park Avenue Cafe, Quality Meats, and The Post
House.
About Bunker Hill Capital, L.P.
Bunker Hill Capital is a private equity firm that makes investments
in lower middle market companies with enterprise values up to $150
million. The principals of Bunker Hill Capital have invested over $380
million in 27 transactions and target opportunities across four
industry sectors, including industrial products, business services,
consumer products and specialty retail. Bunker Hill Capital's other
portfolio company investments include California Family Fitness, the
leading owner and operator of fitness centers in the greater
Sacramento, CA area; Papa Gino's/D'Angelo, a dominant quick-service
restaurant operator in New England; and Specialty Coating Systems,
the world's leading supplier of high-performance Parylene conformal
coating solutions for the medical, electronic and automotive markets.
For more information on Bunker Hill Capital, please go to
www.bunkerhillcapital.com.
Advisors
TM Capital Corp., which rendered a fairness opinion to the special
committee of the board of directors of Smith & Wollensky, served as
the financial advisor to the Special Committee. Willkie Farr &
Gallagher LLP served as legal advisor to the Special Committee on the
transaction. Paul, Hastings, Janofsky & Walker LLP served as legal
advisor to Smith & Wollensky on the transaction.
Additional Information About the Merger and Where to Find It
In connection with the proposed merger, Smith & Wollensky will file a
proxy statement and other materials with the SEC. WE URGE INVESTORS TO
READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT SMITH & WOLLENSKY AND THE PROPOSED MERGER. Investors will be
able to obtain free copies of the proxy statement (when available) as
well as other filed documents containing information about Smith &
Wollensky at http://www.sec.gov, the SEC's Web site. Free copies of
Smith & Wollensky's SEC filings are also available on Smith &
Wollensky's Web site at www.smithandwollensky.com.
Participants in the Solicitation
Smith & Wollensky and its executive officers and directors may be
deemed, under SEC rules, to be participants in the solicitation of
proxies from Smith & Wollensky's stockholders with respect to the
proposed merger. Information regarding the officers and directors of
Smith & Wollensky is included in its definitive proxy statement for
its 2006 annual meeting filed with the SEC on May 8, 2006. More
detailed information regarding the identity of potential
participants, and their direct or indirect interests, by securities,
holdings or otherwise, will be set forth in the proxy statement and
other materials to be filed with the SEC in connection with the
proposed merger.
Forward-Looking Statements
Except for historical information contained herein, the statements
made in this press release regarding Smith & Wollensky's business,
strategy and results of operations are forward-looking statements
which are based on management's beliefs and information currently
available to management. Readers are cautioned not to put undue
reliance on such forward-looking statements, which are subject to a
number of risks and uncertainties that could cause actual results to
differ materially from such statements. Factors that may cause such
differences include changes in economic conditions generally or in
each of the markets in which Smith & Wollensky is located,
unanticipated changes in labor or food costs, changes in consumer
preferences, the level of competition in the high-end segment of the
restaurant industry and the success of Smith & Wollensky's growth
strategy. For a more detailed description of such factors, please see
Smith & Wollensky's filings with the Securities and Exchange
Commission, including the information under the heading "Item 1A. Risk
Factors" in Smith & Wollensky's Form 10-K for the fiscal year ended
January 1, 2007 filed with the Securities and Exchange Commission on
April 2, 2007. Smith & Wollensky disclaims any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Investor Contact:
Allison Good
The Smith & Wollensky Restaurant Group
Phone: 212-838-2061
Email: Contact via http://www.marketwire.com/mw/emailprcntct?id=E4C5653FBA4F301F
SOURCE: The Smith & Wollensky Restaurant Group