UPDATE 2-Landry’s agrees to be bought by CEO for $1.4 bln

* New offer at $24/shr vs prior bid of $21/shr

* Transaction valued at $1.4 bln

* Co says deal subject to dismissal of lawsuit

* Co’s special committee to seek superior offers

* Shares up 10 pct
(Adds details, background, share movement)

May 24 (BestGrowthStock) – Landry’s Restaurants Inc’s (LNY.N: ) Chief
Executive Tilman Fertitta concluded a nearly two-year-long bid
for the company on Monday, after the seafood restaurant
operator agreed to be bought for $24 a share, or $1.4 billion,
in cash.

Landry’s shares were up 10 percent at $23.82 in morning
trade on the New York Stock Exchange.

CEO Fertitta’s sweetened bid, at an 11 percent premium to
the company’s Friday close, comes nearly a month after his
previous enhanced bid in April. [ID:nSGE63Q0IP]

However, a special committee — set up to look into
strategic alternatives for Landry’s — said it will actively
seek superior offers over the next 45 days.

Landry’s operates the iconic Golden Nugget Hotel & Casino
in Las Vegas and several casual dining outlets including
Landry’s Seafood House in Texas and 30 other states.

It said Fertitta will buy all of Landry’s outstanding stock
that he doesn’t already own as part of the deal to take the
restaurant private.
As of Sunday, May 23, Fertitta owned about 55 percent of
Landry’s stock, the company said in a statement.

Fertitta’s attempts to take Landry’s private have been
resisted in the past by both the company’s board and
shareholders including Pershing Square Capital Management LP,
which is headed by activist investor William Ackman.

In November 2009, Pershing Square reported a 9.6 percent
stake in Landry’s and said it will not support a planned
takeover of the restaurant chain by Fertitta. [ID:nBNG219863]

Landry’s, which has been looking for strategic
alternatives, has also rejected several offers by Fertitta,
terming them as inadequate.

Fertitta’s first bid came in June 2008, but later that
year, Landry’s said Fertitta may not be able to fund the
takeover.

DEAL TERMS

On Monday, Landry’s said it reached a partial agreement to
settle derivative and other claims against Fertitta and his
affiliates, and certain company directors in a lawsuit pending
in Delaware. [ID:nWNAB3123]

Landry’s said the deal will be conditioned upon the
dismissal of the lawsuit with prejudice of such claims.

The company said its special committee had asked
shareholders to vote in favor of the deal.

Money

(Reporting by Shradhha Sharma in Bangalore; Editing by Mike
Miller)

UPDATE 2-Landry’s agrees to be bought by CEO for $1.4 bln