8-KMaterial Agreements

DARDEN RESTAURANTS INC 8-K Report, Material Agreement (Aug 17, 2007)

Filed August 17, 2007For Securities:DRI

Summary

This 8-K filing reports on a significant development for Darden Restaurants, Inc. (DRI) as they have entered into a definitive agreement to acquire RARE Hospitality International, Inc. (RARE) through a cash tender offer and subsequent merger. The offer price is set at $38.15 per share of RARE common stock. This strategic move signals Darden's intent to expand its portfolio through an acquisition, which could have implications for its market position and future growth. Investors should note that the tender offer is subject to customary closing conditions, including the tendering of a majority of RARE's outstanding shares and regulatory approvals. The deal also includes a 'ylsulfanyl' option for Darden to acquire additional shares under specific circumstances. The filing also clarifies that this report is not an offer to sell or a solicitation to buy securities, and further details will be provided in subsequent filings, including a Schedule TO, once the tender offer commences.

Key Highlights

  • 1Darden Restaurants, Inc. (DRI) to acquire RARE Hospitality International, Inc. (RARE).
  • 2Transaction to be executed via a cash tender offer followed by a merger.
  • 3The offer price for RARE common stock is set at $38.15 per share.
  • 4The tender offer is set to commence on August 31, 2007, and will remain open for at least 20 business days.
  • 5Key conditions for the tender offer include tendering a majority of RARE's outstanding shares (fully diluted basis) and obtaining antitrust approvals (Hart-Scott-Rodino).
  • 6Darden has secured an irrevocable option to purchase additional RARE shares to reach over 90% ownership.
  • 7A joint press release announcing the execution of the Merger Agreement was issued on August 16, 2007.

Frequently Asked Questions

This 8-K filing announces that Darden Restaurants, Inc. has entered into a definitive agreement to acquire RARE Hospitality International, Inc. through a cash tender offer and a subsequent merger.

The offer price is $38.15 per share for all outstanding shares of RARE common stock.

The tender offer is expected to commence on August 31, 2007. Key conditions include the tender of a majority of RARE's outstanding shares on a fully diluted basis, absence of injunctions, expiration of waiting periods under the Hart-Scott-Rodino Act, accuracy of representations and warranties, compliance with covenants, and the absence of a material adverse effect on RARE.

Investors are advised to read the tender offer statement on Schedule TO and RARE's solicitation/recommendation statement, which will be filed with the SEC. These documents, along with other offer materials, will be made available to RARE stockholders and will also be accessible on the SEC's website (www.sec.gov).