UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
RUTHS HOSPITALITY GROUP, INC.
(Name of Subject Company (issuer))
RUBY ACQUISITION CORPORATION
(Offeror)
a wholly-owned subsidiary of
DARDEN RESTAURANTS, INC.
(Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Common Stock, par value $0.01 per share
(Title of Class of Securities)
783332109
(CUSIP Number of Class of Securities)
Matthew R. Broad
Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
Darden Restaurants, Inc.
100 Darden Center Drive
Orlando, FL 32837
Telephone: (407) 245-4000
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Gary E. Thompson
Steven M. Haas
Hunton Andrews Kurth
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, VA 23219
Telephone: (804) 788-8787
☒ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
☒ | Third-party tender offer subject to Rule 14d-1. |
☐ | Going-private transaction subject to Rule 13e-3. |
☐ | Issuer tender offer subject to Rule 13e-4. |
☐ | Amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer). |
☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer). |
This pre-commencement communication filed on Schedule TO relates solely to communications made before the commencement of a planned tender offer by Ruby Acquisition Corporation, a Delaware corporation (Purchaser), and an indirect, wholly owned subsidiary of Darden Restaurants, Inc., a Florida corporation (Parent), for all of the outstanding shares of common stock of Ruths Hospitality Group, Inc., a Delaware corporation (the Company), pursuant to the Agreement and Plan of Merger, dated as of May 2, 2023 (the Merger Agreement), among Parent, Purchaser and the Company.
Additional Information about the Tender Offer and Where to Find It
The tender offer described above has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that Parent and Purchaser will file with the United States Securities and Exchange Commission (the SEC) upon commencement of the tender offer. A solicitation and offer to buy outstanding shares of the Companys common stock will only be made pursuant to the tender offer materials that Parent and Purchaser intend to file with the SEC. At the time the tender offer is commenced, Parent and Purchaser will file a tender offer statement on Schedule TO, and the Company will file a solicitation/recommendation statement on Schedule 14D-9 (the Solicitation/Recommendation Statement) with the SEC with respect to the tender offer.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF THE COMPANY SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES IN THE OFFER.
The tender offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will be made available to all investors and stockholders of the Company at no expense to them at the Investor Relations section of Parents website at www.darden.com and under the SEC Filings section of the Companys website at www.rhgi.com/investors, and (once they become available) will be mailed to the stockholders of the Company free of charge. The information contained in, or that can be accessed through, Parents website or the Companys website is not a part of, or incorporated by reference in, this filing. The tender offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will also be made available for free on the SECs website at www.sec.gov. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Parent and the Company file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed by Parent or the Company with the SEC for free on the SECs website at www.sec.gov, or at the Investor Relations section of Parents website at www.darden.com and under the SEC Filings section of the Companys website at www.rhgi.com/investors.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements either contained in or incorporated by reference into this document, other than purely historical information, including statements relating to the acquisition of the Company by Parent and any statements relating to the Companys business and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as believes, plans, anticipates, projects, estimates, expects, intends, strategy, future, opportunity, may, will, should, could, potential, or similar expressions. Forward-looking statements are based on managements current expectations and beliefs, as well as a number of assumptions, estimates and projections concerning future events and do not constitute guarantees of future performance. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside managements control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.
Such forward-looking statements include those relating to the ability to complete, and the timing of completion of, the transactions contemplated by the Merger Agreement, including the parties ability to satisfy the conditions to the consummation of the tender offer and the other conditions set forth in the Merger Agreement and the possibility of any termination of the Merger Agreement. Actual results may differ materially from current expectations because of numerous risks and uncertainties including, among others: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) uncertainty surrounding the number of shares of the Companys common stock that will be tendered in the tender offer; (iii) the risk of legal proceedings that may be or have been instituted related to the Merger Agreement, which may result in significant costs of defense, indemnification and liability; (iv) the possibility that competing offers or acquisition proposals for the Company will be made; (v) the possibility that any or all of the various conditions to the consummation of the tender offer or the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the tender offer or the merger; (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (vii) the effects of disruption from the transactions on the Companys business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners; (viii) Parents ability to realize the synergies contemplated by the proposed transaction and integrate the business of the Company; (ix) reductions in the availability of, or increases in the cost of, USDA Prime grade beef, fish and other food items; (x) changes in economic conditions, including inflation, increasing interest rates, higher unemployment, slowing growth or recession; (xi) reductions in consumer discretionary income and general competition in the restaurant industry; (xii) the effect of shortages or increases in labor costs, state or local government regulations related to the sale or preparation of food, the sale of alcoholic beverages and the opening of new restaurants; (xiii) risks in the markets where the Companys restaurants are located; and (xiv) the inability to successfully integrate franchisee acquisitions into the Companys business operations, economic, regulatory and other limitations on the Companys ability to pursue new restaurant openings and other organic growth opportunities. The risks and uncertainties may be impacted by the COVID-19 pandemic (including supply chain constraints, labor shortages and inflationary pressure). The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in Parents and the Companys respective public filings with the SEC from time to time, including their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Parents and the Companys stockholders and investors are cautioned not to unduly rely on these forward-looking statements. The forward-looking statements speak only as of the date hereof and, other than as required by applicable law, Parent, Purchaser and the Company expressly disclaim any intent or obligation to update or revise publicly these forward-looking information or statements.
Item 12. Exhibits
Exhibit 99.1
Darden Restaurants and Ruths Hospitality Group Provide Updated Call Information for Thursday, May 4, 2023 Conference Call.
ORLANDO, Fla., May 3, 2023/PRNewswire/ Darden Restaurants, Inc. (Darden) (NYSE:DRI) and Ruths Hospitality Group, Inc. (Ruths) (Nasdaq:RUTH) announced earlier today that they have entered into a definitive merger agreement pursuant to which Darden will commence a tender offer to acquire all of the outstanding shares of Ruths for $21.50 per share, in an all-cash transaction with an equity value of approximately $715 million. As previously announced, the companies will host a conference call to discuss the transaction on Thursday, May 4, 2023, at 8:30 am ET. The call information provided in the earlier press release was incorrect; this press release is issued to provide updated call information.
To listen to the call live, please go to https://evercall.co/oacc/71522 at least fifteen minutes early to register, download, and install any necessary audio software. Prior to the call, a slide presentation will be posted on the Investor Relations section of Dardens website at: www.darden.com. For those who cannot access the Internet, please dial 1-800-528-1066 and provide the conference passcode 71522. For those who cannot listen to the live broadcast, a replay will be available on the Investor Relations section of Dardens website at: www.darden.com shortly after the call.
About Darden
Darden is a restaurant company featuring a portfolio of differentiated brands that include Olive Garden, LongHorn Steakhouse, Cheddars Scratch Kitchen, Yard House, The Capital Grille, Seasons 52, Bahama Breeze and Eddie Vs. For more information, please visit www.darden.com.
About Ruths Hospitality Group, Inc.
Ruths Hospitality Group, Inc., headquartered in Winter Park, Florida, is the largest fine dining steakhouse company in the U.S. as measured by the total number of Company-owned and franchisee-owned restaurants, with more than 150 Ruths Chris Steak House locations worldwide specializing in USDA Prime grade steaks served in Ruths Chris signature fashion sizzling. For more information, please visit www.rhgi.com.
Additional Information about the Tender Offer and Where to Find It
The tender offer described above has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that Darden and a wholly-owned subsidiary of Darden (Merger Sub) will file with the United States Securities and Exchange Commission (the SEC) upon commencement of the tender offer. A solicitation and offer to buy outstanding shares of Ruths Hospitality Group, Inc. (the Company or Ruths) common stock will only be made pursuant to the tender offer materials that Darden and Merger Sub intend to file with the SEC. At the time the tender offer is commenced, Darden and Merger Sub will file a tender offer statement on Schedule TO, and Ruths will file a solicitation/recommendation statement on Schedule 14D-9 (the Solicitation/Recommendation Statement) with the SEC with respect to the tender offer.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF RUTHS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF RUTHS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES IN THE OFFER.
The tender offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will be made available to all investors and stockholders of Ruths at no expense to them at the Investor Relations section of Dardens website at www.darden.com and under the SEC Filings section of the Companys website at www.rhgi.com/investors, and (once they become available) will be mailed to the stockholders of Ruths free of charge. The information contained in, or that can be accessed through, Dardens website or the Companys website is not a part of, or incorporated by reference in, this press release. The tender offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will also be made available for free on the SECs website at www.sec.gov. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Darden and Ruths file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed by Darden or Ruths with the SEC for free on the SECs website at www.sec.gov, or at the Investor Relations section of Dardens website at www.darden.com and under the SEC Filings section of the Companys website at www.rhgi.com/investors.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements either contained in or incorporated by reference into this document, other than purely historical information, including statements relating to the acquisition of the Company by Darden and any statements relating to the Companys business and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as believes, plans, anticipates, projects, estimates, expects, intends, strategy, future, opportunity, may, will, should, could, potential, or similar expressions. Forward-looking statements are based on managements current expectations and beliefs, as well as a number of assumptions, estimates and projections concerning future events and do not constitute guarantees of future performance. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside managements control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.
Such forward-looking statements include those relating to the ability to complete, and the timing of completion of, the transactions contemplated by the merger agreement, including the parties ability to satisfy the conditions to the consummation of the tender offer and the other conditions set forth in the merger agreement and the possibility of any termination of the merger agreement. Actual results may differ materially from current expectations because of numerous risks and uncertainties including, among others: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) uncertainty surrounding the number of shares of the Companys common stock that will be tendered in the tender offer; (iii) the risk of legal proceedings that may be or have been instituted related to the merger agreement, which may result in significant costs of defense, indemnification and liability; (iv) the possibility that competing offers or acquisition proposals for the Company will be made; (v) the possibility that any or all of the various conditions to the consummation of the tender offer or the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the tender offer or the merger; (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (vii) the effects of disruption from the transactions on the Companys business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners; (viii) Dardens ability to realize the synergies contemplated by the proposed transaction and integrate the business of the Company; (ix) reductions in the availability of, or increases in the cost of, USDA Prime grade beef, fish and other food items; (x) changes in economic conditions, including inflation, increasing interest rates, higher unemployment, slowing growth or recession; (xi) reductions in consumer discretionary income and general competition in the restaurant industry; (xii) the effect of shortages or increases in labor costs, state or local government regulations related to the sale or preparation of food, the sale of alcoholic beverages and the opening of new restaurants; (xiii) risks in the markets where the Companys restaurants are located; and (xiv) the inability to successfully integrate franchisee acquisitions
into the Companys business operations, economic, regulatory and other limitations on the Companys ability to pursue new restaurant openings and other organic growth opportunities. The risks and uncertainties may be impacted by the COVID-19 pandemic (including supply chain constraints, labor shortages and inflationary pressure). The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in Dardens and the Companys respective public filings with the SEC from time to time, including their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Dardens and the Companys stockholders and investors are cautioned not to unduly rely on these forward-looking statements. The forward-looking statements speak only as of the date hereof and, other than as required by applicable law, Darden, Merger Sub and the Company expressly disclaim any intent or obligation to update or revise publicly these forward-looking information or statements.
Darden Contacts:
(Analysts) Kevin Kalicak, (407) 245-5870; (Media) Rich Jeffers, (407) 245-4189
Ruths Contact:
Jeff Priester, investor@rhgi.com
Exhibit 99.2
Message from Rick on Acquisition of Ruths Hospitality Group
Darden Team Members
FOR INTERNAL USE ONLY; DO NOT DISTRIBUTE
Hello everyone,
This morning we announced an agreement to acquire Ruths Hospitality Group [RELEASE LINK]. I have been a fan of Ruths for a long time, and have believed for quite a while that theyd make a great addition to the Darden family of brands.
If you are not familiar with Ruths, they operate Ruths Chris Steak House a strong brand with an impressive history of delivering elevated dining experiences to their loyal guests. Founded in 1965, theyre known for their signature USDA Prime steaks served sizzling on 500-degree plates, New Orleans-inspired sides, and an award-winning wine list. Today, Ruths Chris has 154 locations around the globe, generating system-wide sales of more than $860 million. And, together, we are an excellent fit.
The management team and I are often asked what we consider when looking to add to Dardens portfolio. We always say that brands must be a full-service dining concept with broad guest appeal, have the ability to grow higher than our long-term framework, and make an impact to our financial performance over time. Ruths checks all these boxes.
However, to be an excellent fit, a brand must also strengthen our Winning Strategy by enhancing our scale, fitting our culture, and complementing our portfolio of iconic brands.
Just as our competitive advantages will benefit Ruths Chris, they will further amplify these advantages, which is critical to our success. Additionally, theyre a great cultural fit we share a similar Back-to-Basics operating philosophy, as well as the same passion for our people. And with a home office conveniently located in Central Florida, welcoming their team into the Darden RSC will be easy. Finally, Ruths Chris complements our portfolio their differentiated brand allows us to capture a wider range of fine dining guest occasions that we arent competing for today. In fact, the fine-dining steak segment continues to experience strong growth, and there is very little crossover between guests at Ruths Chris and The Capital Grille.
For all these reasons, Ruths is an excellent fit.
Today, I am with Ruths President & CEO, Cheryl Henry at their home office to share this news with their team members and personally welcome them to Darden. I am extremely pleased that Cheryl will continue to lead Ruths Chris as President, reporting directly to me.
This is just the beginning of what will be a thorough process as we welcome the nearly 5,000 team members of Ruths Chris to the Darden team. There are many details involved with this transaction and many questions still to be addressed. We expect to close the deal by the end of June, subject to satisfaction of customary closing conditions. We have an experienced team ready to manage the integration to ensure it proceeds as smoothly and quickly as possible. As we begin the process, please join me in welcoming the Ruths Chris team to Darden.
Our purpose is To Nourish and Delight Everyone We Serve. Together, with Ruths Chris, we will be able to bring this purpose to life for even more team members and guests.
Together, our best days are ahead!
Additional Information about the Tender Offer and Where to Find It
The tender offer (the Offer) described herein has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender materials that Darden Restaurants, Inc. (Darden) and its acquisition subsidiary (Merger Sub) will file with the United States Securities and Exchange Commission (the SEC) upon commencement of the Offer. A solicitation and offer to buy outstanding shares of Ruths Hospitality Group, Inc. (the Company) common stock will only be made pursuant to the Offer materials that Darden and Merger Sub intend to file with the SEC. At the time the Offer is commenced, Darden and Merger Sub will file a tender offer statement on Schedule TO, and the Company will file a solicitation/recommendation statement on Schedule 14D-9 (the Solicitation/Recommendation Statement) with the SEC with respect to the Offer.
THE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF THE COMPANY SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES IN THE OFFER.
The tender offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will be made available to all investors and stockholders of the Company at no expense to them at the Investor Relations section of Dardens website at www.darden.com and under the SEC Filings section of the Companys website at www.rhgi.com/investors, and (once they become available) will be mailed to the stockholders of the Company free of charge. The information contained in, or that can be accessed through, Dardens website or the Companys website is not a part of, or incorporated by reference in, this document. The Offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will also be made available for free on the SECs website at www.sec.gov. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Darden and the Company file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed by Darden or the Company with the SEC for free on the SECs website at www.sec.gov, or at the Investor Relations section of Dardens website at www.darden.com and under the SEC Filings section of the Companys website at www.rhgi.com/investors.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements either contained in or incorporated by reference into this document, other than purely historical information, including statements relating to the acquisition of the Company by Darden and any statements relating to the Companys business and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as believes, plans, anticipates, projects, estimates, expects, intends, strategy, future, opportunity, may, will, should, could, potential, or similar expressions. Forward-looking statements are based on managements current expectations and beliefs, as well as a number of assumptions, estimates and projections concerning future events and do not constitute guarantees of future performance. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside managements control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.
Such forward-looking statements include those relating to the ability to complete, and the timing of completion of, the transactions contemplated by the Merger Agreement, including the parties ability to satisfy the conditions to the consummation of the Offer and the other conditions set forth in the Merger Agreement and the possibility of any termination of the Merger Agreement. Actual results may differ materially from current expectations because of numerous risks and uncertainties including, among others: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) uncertainty surrounding the number of shares of the Companys common stock that will be tendered in the Offer; (iii) the risk of legal proceedings that may be or have been instituted related to the Merger Agreement, which may result in significant costs of defense, indemnification and liability; (iv) the possibility that competing offers or acquisition proposals for the Company will be made; (v) the possibility that any or all of the various conditions to the consummation of the Offer or the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Offer or the merger; (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (vii) the effects of disruption from the transactions on the Companys business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners; (viii) Dardens ability to realize the synergies contemplated by the proposed transaction and integrate the business of the Company; (ix) reductions in the availability of, or increases in the cost of, USDA Prime grade beef, fish and other food items; (x) changes in economic conditions, including inflation, increasing interest rates, higher unemployment, slowing growth or recession; (xi) reductions in consumer discretionary income and general competition in the restaurant industry; (xii) the effect of shortages or increases in labor costs, state or local government regulations related to the sale or preparation of food, the sale of alcoholic beverages and the opening of new restaurants; (xiii) risks in the markets where the Companys restaurants are located; and (xiv) the inability to successfully integrate franchisee acquisitions into the Companys business operations, economic, regulatory and other limitations on the Companys ability to pursue new restaurant openings and other organic growth opportunities. The risks and uncertainties may be impacted by the COVID-19 pandemic (including supply chain constraints, labor shortages and inflationary pressure). The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in Dardens and the Companys respective public filings with the SEC from time to time, including their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Dardens and the Companys stockholders and investors are cautioned not to unduly rely on these forward-looking statements. The forward-looking statements speak only as of the date hereof and, other than as required by applicable law, Darden and Merger Sub expressly disclaim any intent or obligation to update or revise publicly these forward-looking information or statements.
Exhibit 99.3
Leader Talking Points on Acquisition of Ruths Hospitality Group
Darden Team Members
| Ruths Chris Steak House is one of the strongest and most differentiated brands in fine dining, and will be an excellent addition to the portfolio |
| While this is exciting, the single most important thing you can do now is to remain focused on your job: |
| Running great restaurants and delivering exceptional guest experiences |
| Supporting our restaurant teams |
| Ruths Chris has an impressive history of delivering elevated dining experiences to their loyal guests today, they are the largest fine dining steakhouse company in the U.S., with 154 restaurants around the globe |
| Ruths Chris is an excellent fit and the right strategic move for us: |
| They fit the criteria we evaluate for potential acquisitions: A full-service dining concept with broad guest appeal, have the ability to grow higher than our long-term framework, and will make an impact to our financial performance over time |
| They also strengthen our Winning Strategy |
| They amplify our competitive advantages, which is critical to our success |
| Theyre a great cultural fit we share a similar Back-to-Basics operating philosophy, as well as the same passion for our people |
| They complement our portfolio their differentiated brand allows us to capture a wider range of fine dining guest occasions that we arent competing for today |
| With the addition of Ruths Chris, Darden will be better positioned to continue winning |
| Cheryl Henry will continue to lead Ruths Chris as President, reporting directly to Rick |
| Thank you for your ongoing commitment to Dardens success |
| As a reminder, please do not reach out to anyone at Ruths Chris |
# # #
Additional Information about the Tender Offer and Where to Find It
The tender offer (the Offer) described herein has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender materials that Darden Restaurants, Inc. (Darden) and its acquisition subsidiary (Merger Sub) will file with the United States Securities and Exchange Commission (the SEC) upon commencement of the Offer. A solicitation and offer to buy outstanding shares of Ruths Hospitality Group, Inc. (the Company) common stock will only be made pursuant to the Offer materials that Darden and Merger Sub intend to file with the SEC. At the time the Offer is commenced, Darden and Merger Sub will file a tender offer statement on Schedule TO, and the Company will file a solicitation/recommendation statement on Schedule 14D-9 (the Solicitation/Recommendation Statement) with the SEC with respect to the Offer.
THE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF THE COMPANY SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES IN THE OFFER.
The tender offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will be made available to all investors and stockholders of the Company at no expense to them at the Investor Relations section of Dardens website at www.darden.com and under the SEC Filings section of the Companys website at www.rhgi.com/investors, and (once they become available) will be mailed to the stockholders of the Company free of charge. The information contained in, or that can be accessed through, Dardens website or the Companys website is not a part of, or incorporated by reference in, this document. The Offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will also be made available for free on the SECs website at www.sec.gov. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Darden and the Company file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed by Darden or the Company with the SEC for free on the SECs website at www.sec.gov, or at the Investor Relations section of Dardens website at www.darden.com and under the SEC Filings section of the Companys website at www.rhgi.com/investors.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements either contained in or incorporated by reference into this document, other than purely historical information, including statements relating to the acquisition of the Company by Darden and any statements relating to the Companys business and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as believes, plans, anticipates, projects, estimates, expects, intends, strategy, future, opportunity, may, will, should, could, potential, or similar expressions. Forward-looking statements are based on managements current expectations and beliefs, as well as a number of assumptions, estimates and projections concerning future events and do not constitute guarantees of future performance. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside managements control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.
Such forward-looking statements include those relating to the ability to complete, and the timing of completion of, the transactions contemplated by the Merger Agreement, including the parties ability to satisfy the conditions to the consummation of the Offer and the other conditions set forth in the Merger Agreement and the possibility of any termination of the Merger Agreement. Actual results may differ materially from current expectations because of numerous risks and uncertainties including, among others: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) uncertainty surrounding the number of shares of the Companys common stock that will be tendered in the Offer; (iii) the risk of legal proceedings that may be or have been instituted related to the Merger Agreement, which may result in significant costs of defense, indemnification and liability; (iv) the possibility that competing offers or acquisition proposals for the Company will be made; (v) the possibility that any or all of the various conditions to the consummation of the Offer or the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Offer or the merger; (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (vii) the effects of disruption from the transactions on the Companys business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners; (viii) Dardens ability to realize the synergies contemplated by the proposed transaction and integrate the business of the Company; (ix) reductions in the availability of, or increases in the cost of, USDA Prime grade beef, fish and other food items; (x) changes in economic conditions, including inflation, increasing interest rates, higher unemployment, slowing growth or recession; (xi) reductions
in consumer discretionary income and general competition in the restaurant industry; (xii) the effect of shortages or increases in labor costs, state or local government regulations related to the sale or preparation of food, the sale of alcoholic beverages and the opening of new restaurants; (xiii) risks in the markets where the Companys restaurants are located; and (xiv) the inability to successfully integrate franchisee acquisitions into the Companys business operations, economic, regulatory and other limitations on the Companys ability to pursue new restaurant openings and other organic growth opportunities. The risks and uncertainties may be impacted by the COVID-19 pandemic (including supply chain constraints, labor shortages and inflationary pressure). The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in Dardens and the Companys respective public filings with the SEC from time to time, including their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Dardens and the Companys stockholders and investors are cautioned not to unduly rely on these forward-looking statements. The forward-looking statements speak only as of the date hereof and, other than as required by applicable law, Darden and Merger Sub expressly disclaim any intent or obligation to update or revise publicly these forward-looking information or statements.
Exhibit 99.4
Ruths Chris Acquisition FAQs
Darden Team Members
Q: | What did Darden announce today? |
A: | That we have entered into a definitive merger agreement to acquire all of the outstanding shares of Ruths Hospitality Group, the owner of Ruths Chris Steak House, for $21.50 per share, in an all-cash transaction with an equity value of approximately $715 million. |
Q: | What is Ruths Chris? Why are we buying this chain? |
A: | Ruths Chris, founded in 1965 by Ruth Fertel, a single mother in New Orleans, is known for its signature USDA Prime steaks served sizzling on 500-degree plates, New Orleans-inspired sides and an award-winning wine list. Today, Ruths Chris has 154 restaurants around the globe. |
Additionally, theyre a great cultural fit we share a similar Back-to-Basics operating philosophy, as well as the same passion for our people. And with a home office conveniently located in Central Florida, welcoming their team into the Darden RSC will be easy. Finally, Ruths Chris complements our portfolio their differentiated brand allows us to capture a wider range of fine dining guest occasions that we arent competing for today.
Q: | How many restaurant locations does this transaction include, and where are they located? |
A: | There are 154 Ruths Chris Steak House locations around the globe, including 77 Company-owned restaurants, three restaurants operating under contractual agreements and 74 franchisee-owned restaurants, including 23 international franchisee-owned restaurants in Aruba, Canada, China, Hong Kong, Indonesia, Japan, Mexico, Philippines, Singapore and Taiwan. |
Q: | Does this acquisition signal a change at Darden that will include franchising in the future? |
A: | We expect to continue to be largely company-owned going forward. The franchise operators are strong partners, and we have no plans to acquire those locations at this time. After the deal closes, our focus will be on integrating the 77 company-owned and operated locations across the country and welcoming those team members into the Darden family. |
Q: | When will the deal close? |
A: | We expect it to close by the end of June, subject to satisfaction of customary closing conditions. |
Q: | What needs to happen before that can take place? |
A: | The Boards of both companies have already approved Dardens offer. The closing is subject to a majority of Ruths shareholders tendering their shares for purchase and customary conditions for a deal of this type. |
Q: | What makes Ruths Chris a great fit for Darden? |
A: | Ruths Chris is a strong, differentiated brand that complements our portfolio by allowing Darden to capture a wider range of fine dining guest occasions that we arent competing for today. They also have ample runway for new restaurant growth and the ability to make a meaningful impact to Dardens financial performance. Further, were a strong cultural fit. Our companies share a similar operating philosophy as well as the same passion for our people. |
Q: | How will Ruths Chris benefit from joining Darden? |
A: | Being part of Darden benefitting from our competitive advantages, infrastructure and expertise in developing and nurturing brands will enable Ruths Chris to continue investing in their growth initiatives. The growth they will be able to achieve as part of Darden also means more opportunities for our team members. They will be stronger as part of the Darden family and they will make Darden a stronger company. |
Q: | Who will benefit the most from this deal? |
A: | This is truly a win-win situation for both parties. Ruths Chris will help Darden compete for other fine dining occasions that we arent competing for today, enhancing our overall growth and earnings potential. Ruths Chris will benefit from Dardens resources and experience to help continue growing their brand. The resulting combination will provide even greater value to our guests and more opportunities for our team members. |
Q: | How will this benefit Dardens shareholders? |
A: | We believe Ruths will be a meaningful contributor to the growth and success of the Company, ultimately creating additional value for our shareholders. |
Q: | Does Ruths Chris compete with The Capital Grille for guests in the fine dining segment? |
A: | Actually, there is very little cross-over between our guests. |
Q: | How will Ruths Chris be incorporated into Darden? |
A: | Cheryl Henry will continue leading Ruths Chris and will report directly to Rick. Additionally, Rik Jenkins will continue in his role as Senior Vice President of Operations. |
Q: | How long will the integration take to be completed? |
A: | While we do not have a specific timetable for integration, our goal is complete it as soon as possible. |
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Q: | Will we be closing or selling any of their existing locations? |
A: | There are no plans to close or sell any locations. |
Q: | Does Darden plan to purchase any or all of their franchisees? |
A: | Their franchise operators are strong partners, and there are no plans to acquire those locations at this time. After the deal is closed, our focus will be on integrating their company-owned and operated locations and welcoming those team members into the Darden family. |
Additional Information about the Tender Offer and Where to Find It
The tender offer (the Offer) described herein has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender materials that Darden Restaurants, Inc. (Darden) and its acquisition subsidiary (Merger Sub) will file with the United States Securities and Exchange Commission (the SEC) upon commencement of the Offer. A solicitation and offer to buy outstanding shares of Ruths Hospitality Group, Inc. (the Company) common stock will only be made pursuant to the Offer materials that Darden and Merger Sub intend to file with the SEC. At the time the Offer is commenced, Darden and Merger Sub will file a tender offer statement on Schedule TO, and the Company will file a solicitation/recommendation statement on Schedule 14D-9 (the Solicitation/Recommendation Statement) with the SEC with respect to the Offer.
THE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF THE COMPANY SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES IN THE OFFER.
The tender offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will be made available to all investors and stockholders of the Company at no expense to them at the Investor Relations section of Dardens website at www.darden.com and under the SEC Filings section of the Companys website at www.rhgi.com/investors, and (once they become available) will be mailed to the stockholders of the Company free of charge. The information contained in, or that can be accessed through, Dardens website or the Companys website is not a part of, or incorporated by reference in, this document. The Offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will also be made available for free on the SECs website at www.sec.gov. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Darden and the Company file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed by Darden or the Company with the SEC for free on the SECs website at www.sec.gov, or at the Investor Relations section of Dardens website at www.darden.com and under the SEC Filings section of the Companys website at www.rhgi.com/investors.
3
Cautionary Statement Regarding Forward-Looking Statements
Certain statements either contained in or incorporated by reference into this document, other than purely historical information, including statements relating to the acquisition of the Company by Darden and any statements relating to the Companys business and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as believes, plans, anticipates, projects, estimates, expects, intends, strategy, future, opportunity, may, will, should, could, potential, or similar expressions. Forward-looking statements are based on managements current expectations and beliefs, as well as a number of assumptions, estimates and projections concerning future events and do not constitute guarantees of future performance. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside managements control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.
Such forward-looking statements include those relating to the ability to complete, and the timing of completion of, the transactions contemplated by the Merger Agreement, including the parties ability to satisfy the conditions to the consummation of the Offer and the other conditions set forth in the Merger Agreement and the possibility of any termination of the Merger Agreement. Actual results may differ materially from current expectations because of numerous risks and uncertainties including, among others: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) uncertainty surrounding the number of shares of the Companys common stock that will be tendered in the Offer; (iii) the risk of legal proceedings that may be or have been instituted related to the Merger Agreement, which may result in significant costs of defense, indemnification and liability; (iv) the possibility that competing offers or acquisition proposals for the Company will be made; (v) the possibility that any or all of the various conditions to the consummation of the Offer or the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Offer or the merger; (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (vii) the effects of disruption from the transactions on the Companys business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners; (viii) Dardens ability to realize the synergies contemplated by the proposed transaction and integrate the business of the Company; (ix) reductions in the availability of, or increases in the cost of, USDA Prime grade beef, fish and other food items; (x) changes in economic conditions, including inflation, increasing interest rates, higher unemployment, slowing growth or recession; (xi) reductions in consumer discretionary income and general competition in the restaurant industry; (xii) the effect of shortages or increases in labor costs, state or local government regulations related to the sale or preparation of food, the sale of alcoholic beverages and the opening of new restaurants; (xiii) risks in the markets where the Companys restaurants are located; and (xiv) the inability to successfully integrate franchisee acquisitions into the Companys business operations, economic, regulatory and other limitations on the Companys ability to pursue new restaurant openings and other organic growth opportunities. The risks and uncertainties may be impacted by the COVID-19 pandemic (including supply chain constraints, labor shortages and inflationary pressure). The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in Dardens and the Companys respective public filings with the SEC from time to time, including their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Dardens and the Companys stockholders and investors are cautioned not to unduly rely on these forward-looking statements. The forward-looking statements speak only as of the date hereof and, other than as required by applicable law, Darden and Merger Sub expressly disclaim any intent or obligation to update or revise publicly these forward-looking information or statements.
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Exhibit 99.5
Message from Cheryl & Rick: Darden Acquisition
Company-Owned Operators
A Message from Cheryl Henry
Moments ago, we announced that Darden Restaurants has entered into an agreement to acquire Ruths Chris Steak House. This is an exciting opportunity, and I am greatly optimistic about what this means for the future of our beloved brand.
I want you to know our Board of Directors unanimously approved this decision after careful consideration of what this will provide to our Team Members, our Franchise Partners, our Stockholders, and other stakeholders in the organization. Rik Jenkins and I will continue to lead this remarkable organization and ensure Ruths legacy, and the work you have done, lives on as we focus on our future together within Darden.
I realize this is a lot to absorb, but I would like to share some of what this acquisition means for Ruths Chris:
1. | This is the right next step in our journey. Being part of Darden benefitting from their competitive advantages, infrastructure and expertise in developing and nurturing brands will enable us to continue investing in our growth initiatives. |
2. | Darden is the right cultural fit. It has become clear in my interactions with the Darden team there is a common culture of excellence in how we lead our teams and run our restaurants. Our shared beliefs and values will help ensure a smooth transition as we continue delivering exceptional guest experiences. |
3. | Together we create a strong, nimble team for the future. The growth that we will be able to achieve as part of Darden means more opportunities for our team members. We will benefit from the knowledge shared by the experienced teams at Darden, as they will from us. We will be stronger as part of the Darden family and we will make Darden a stronger company. |
Im sure you are familiar with Darden and at least some of their iconic brands Olive Garden, LongHorn Steakhouse, Cheddars Scratch Kitchen, Yard House, The Capital Grille, Seasons 52, Bahama Breeze and Eddie Vs. Like Ruths, Darden is built on the strong legacy of their founder Bill Darden and they are deeply committed to delivering quality food and exceptional service in a welcoming atmosphere.
You may have additional questions in the days ahead. Your Regional Vice President will be reaching out to you to assist with the questions they can help answer now, and will aim to provide additional details as soon as they can.
Please know, Rick Cardenas, President and CEO of Darden, and I have had many conversations about our strong culture. We have spent time together talking about Ruths Chris and Darden and we think about the restaurant business the same way especially as it relates to taking care of Our People.
I am proud of the brand you have built and the culture we have created. Together, we have delivered on Ruths dream and vision through our commitment to hospitality and drive to succeed. That is why the most important thing you can do is continue running great restaurants and delivering memorable experiences to every Guest.
A Message from Rick Cardenas
It is an honor to announce that Ruths Chris is joining the Darden team, and I share Cheryls enthusiasm for this exciting news. I have been a fan of Ruths Chris for a long time you have built an incredibly strong, differentiated brand, with an impressive history of delivering elevated dining experiences to your loyal guests.
The more I learn, the more confident I am that Ruths Chris and Darden are an excellent match, and that we will be stronger together. To start, both companies are culturally aligned we share a similar operating philosophy, as well as the same passion for Our People. Additionally, Ruths Chris will be able to leverage Dardens competitive advantages, as you help amplify these advantages for us. Finally, Ruths Chris complements our portfolio of iconic brands. By joining Darden and preserving what has made Ruths Chris successful since 1965, together, we will be able to bring The Sizzle to even more team members and guests.
The greatest asset a business has is its people. That is why Im extremely pleased that Cheryl will continue to lead Ruths Chris as President, reporting directly to me. And because the Operations Team plays the most important role in driving results, nothing changes for you and your team, which is why I am excited that Rik Jenkins will remain in his role as Senior Vice President of Operations.
This is just the beginning of what we intend to be a very thoughtful process. We expect to close the deal by the end of June, subject to all customary closing conditions. We have an experienced team ready to manage the integration to ensure it proceeds as smoothly and quickly as possible.
Cheryls call to action is exactly right during this transition, we need you to continue to focus on your restaurants. So please share this exciting news with your teams and then quickly focus them back on the business at hand delivering great guest experiences.
I know this news may come with uncertainty, but I hope you are also excited about the future of Ruths Chris. You all have built a powerful brand, and I look forward to seeing Ruths Chris continue to grow as we bring The Sizzle to Darden.
Together, our best days are ahead!
Additional Information about the Tender Offer and Where to Find It
The tender offer (the Offer) described herein has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender materials that Darden Restaurants, Inc. (Darden) and its acquisition subsidiary (Merger Sub) will file with the United States Securities and Exchange Commission (the SEC) upon commencement of the Offer. A solicitation and offer to buy outstanding shares of Ruths Hospitality Group, Inc. (the Company) common stock will only be made pursuant to the Offer materials that Darden and Merger Sub intend to file with the SEC. At the time the Offer is commenced, Darden and Merger Sub will file a tender offer statement on Schedule TO, and the Company will file a solicitation/recommendation statement on Schedule 14D-9 (the Solicitation/Recommendation Statement) with the SEC with respect to the Offer.
THE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF THE COMPANY SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES IN THE OFFER.
The tender offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will be made available to all investors and stockholders of the Company at no expense to them at the Investor Relations section of Dardens website at www.darden.com and under the SEC Filings section of the Companys website at www.rhgi.com/investors, and (once they become available) will be mailed to the stockholders of the Company free of charge. The information contained in, or that can be accessed through, Dardens website or the Companys website is not a part of, or incorporated by reference in, this document. The Offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will also be made available for free on the SECs website at www.sec.gov. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Darden and the Company file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed by Darden or the Company with the SEC for free on the SECs website at www.sec.gov, or at the Investor Relations section of Dardens website at www.darden.com and under the SEC Filings section of the Companys website at www.rhgi.com/investors.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements either contained in or incorporated by reference into this document, other than purely historical information, including statements relating to the acquisition of the Company by Darden and any statements relating to the Companys business and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as believes, plans, anticipates, projects, estimates, expects, intends, strategy, future, opportunity, may, will, should, could, potential, or similar expressions. Forward-looking statements are based on managements current expectations and beliefs, as well as a number of assumptions, estimates and projections concerning future events and do not constitute guarantees of future performance. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside managements control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.
Such forward-looking statements include those relating to the ability to complete, and the timing of completion of, the transactions contemplated by the Merger Agreement, including the parties ability to satisfy the conditions to the consummation of the Offer and the other conditions set forth in the Merger Agreement and the possibility of any termination of the Merger Agreement. Actual results may differ materially from current expectations because of numerous risks and uncertainties including, among others: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) uncertainty surrounding the number of shares of the Companys common stock that will be tendered in the Offer; (iii) the risk of legal proceedings that may be or have been instituted related to the Merger Agreement, which may result in significant costs of defense, indemnification and liability; (iv) the possibility that competing offers or acquisition proposals for the Company will be made; (v) the possibility that any or all of the various conditions to the consummation of the Offer or the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Offer or the merger; (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (vii) the effects of disruption from the transactions on the Companys business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners; (viii) Dardens ability to realize the synergies contemplated by the proposed transaction and integrate the business of the Company; (ix) reductions in the availability of, or increases in the cost of, USDA Prime grade beef, fish and other food items; (x) changes in economic conditions, including inflation, increasing interest rates, higher unemployment, slowing growth or recession; (xi) reductions in consumer discretionary income and
general competition in the restaurant industry; (xii) the effect of shortages or increases in labor costs, state or local government regulations related to the sale or preparation of food, the sale of alcoholic beverages and the opening of new restaurants; (xiii) risks in the markets where the Companys restaurants are located; and (xiv) the inability to successfully integrate franchisee acquisitions into the Companys business operations, economic, regulatory and other limitations on the Companys ability to pursue new restaurant openings and other organic growth opportunities. The risks and uncertainties may be impacted by the COVID-19 pandemic (including supply chain constraints, labor shortages and inflationary pressure). The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in Dardens and the Companys respective public filings with the SEC from time to time, including their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Dardens and the Companys stockholders and investors are cautioned not to unduly rely on these forward-looking statements. The forward-looking statements speak only as of the date hereof and, other than as required by applicable law, Darden and Merger Sub expressly disclaim any intent or obligation to update or revise publicly these forward-looking information or statements.
Exhibit 99.6
Message from Cheryl & Rick: Darden Acquisition
Franchisees
To Our Franchise Partners:
Moments ago, we announced that Darden Restaurants has entered into an agreement to acquire Ruths Chris Steak House. This is an exciting opportunity, and I am greatly optimistic about what this means for the future of our beloved brand.
I want you to know our Board of Directors unanimously approved this decision after careful consideration of what this will provide to our Team Members, our Franchise Partners, our Stockholders, and other stakeholders in the organization. Rik Jenkins and I will continue to lead this remarkable organization and ensure Ruths legacy, and the work you have done, lives on as we focus on the future within Darden.
I realize this is a lot to absorb, but I would like to share some of what this acquisition means for Ruths Chris:
This is the right next step in our journey. Being part of Darden benefitting from their competitive advantages, infrastructure and expertise in developing and nurturing brands will enable us to continue investing in our growth initiatives.
Darden is the right cultural fit. It has become clear in my interactions with Dardens President and CEO, Rick Cardenas, that there is a common culture of excellence in how we lead our teams, run our restaurants and value Our People. Our shared beliefs and values will help ensure a smooth transition as we continue delivering our differentiated guest experiences.
Together, we create a strong brand for the future. We will benefit from the knowledge shared by the experienced teams at Darden, as they will from us. We will be stronger as part of the Darden family and we will make Darden a stronger company.
Please know, Rick Cardenas and I have had many conversations about our strong franchise community and the decades long contributions you have made. Post-closing, I will work directly with Dardens franchise team to ensure the future we build together will benefit all of us.
To the extent schedules allow today, I would like to discuss this development with you personally. To that end, Doranne Hughes will be reaching out this morning to schedule a one-on-one call with me this afternoon. I will answer as many of your questions that I can, and will aim to provide you the additional answers you need as soon as I can.
Darden is a great company built on the strong legacy of their founder Bill Darden. The leadership team at Darden respects and understands how important Ruth Fertels philosophy of resilience, her commitment to hospitality, community and her drive to succeed is critical to our success and our future.
I look forward to continuing to lead this extraordinary brand and work with you to grow this business and create new opportunities for our people and our franchise community to build better lives for their families just like Ruth did.
A Message from Rick Cardenas
It is an honor to announce that Ruths Chris is joining the Darden team, and I share Cheryls enthusiasm for this exciting news. I have been a fan of Ruths Chris for a long time you have built an incredibly strong, differentiated brand, with an impressive history of delivering elevated dining experiences to your loyal guests.
The greatest asset a business has is its people. Im extremely pleased that Cheryl will continue to lead Ruths Chris as President, reporting directly to me, with Rik remaining in his role as Senior Vice President of Operations. I am also excited for the opportunity to get to know each of you.
Cheryl and I have spent a lot of time talking about the critical role you play in the success of Ruths Chris, which is why we do not want anything to change for you and your teams. You are all incredibly valuable partners, and I look forward to working with you to grow this brand and your business.
This is just the beginning of what we intend to be a very thoughtful process. We expect to close the deal by the end of June, subject to all customary closing conditions. We have an experienced team ready to manage the integration to ensure it proceeds as smoothly and quickly as possible.
I know this news may come with uncertainty, but I hope you are also excited about the future of Ruths Chris. You all have built a powerful brand, and I look forward to seeing Ruths Chris continue to grow as we bring The Sizzle to Darden.
Together, our best days are ahead!
Additional Information about the Tender Offer and Where to Find It
The tender offer (the Offer) described herein has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender materials that Darden Restaurants, Inc. (Darden) and its acquisition subsidiary (Merger Sub) will file with the United States Securities and Exchange Commission (the SEC) upon commencement of the Offer. A solicitation and offer to buy outstanding shares of Ruths Hospitality Group, Inc. (the Company) common stock will only be made pursuant to the Offer materials that Darden and Merger Sub intend to file with the SEC. At the time the Offer is commenced, Darden and Merger Sub will file a tender offer statement on Schedule TO, and the Company will file a solicitation/recommendation statement on Schedule 14D-9 (the Solicitation/Recommendation Statement) with the SEC with respect to the Offer.
THE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF THE COMPANY SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES IN THE OFFER.
The tender offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will be made available to all investors and stockholders of the Company at no expense to them at the Investor Relations section of Dardens website at www.darden.com and under the SEC Filings section of the Companys website at www.rhgi.com/investors, and (once they become available) will be mailed to the stockholders of the Company free of charge. The information contained in, or that can be accessed through, Dardens
website or the Companys website is not a part of, or incorporated by reference in, this document. The Offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will also be made available for free on the SECs website at www.sec.gov. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Darden and the Company file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed by Darden or the Company with the SEC for free on the SECs website at www.sec.gov, or at the Investor Relations section of Dardens website at www.darden.com and under the SEC Filings section of the Companys website at www.rhgi.com/investors.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements either contained in or incorporated by reference into this document, other than purely historical information, including statements relating to the acquisition of the Company by Darden and any statements relating to the Companys business and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as believes, plans, anticipates, projects, estimates, expects, intends, strategy, future, opportunity, may, will, should, could, potential, or similar expressions. Forward-looking statements are based on managements current expectations and beliefs, as well as a number of assumptions, estimates and projections concerning future events and do not constitute guarantees of future performance. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside managements control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.
Such forward-looking statements include those relating to the ability to complete, and the timing of completion of, the transactions contemplated by the Merger Agreement, including the parties ability to satisfy the conditions to the consummation of the Offer and the other conditions set forth in the Merger Agreement and the possibility of any termination of the Merger Agreement. Actual results may differ materially from current expectations because of numerous risks and uncertainties including, among others: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) uncertainty surrounding the number of shares of the Companys common stock that will be tendered in the Offer; (iii) the risk of legal proceedings that may be or have been instituted related to the Merger Agreement, which may result in significant costs of defense, indemnification and liability; (iv) the possibility that competing offers or acquisition proposals for the Company will be made; (v) the possibility that any or all of the various conditions to the consummation of the Offer or the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Offer or the merger; (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (vii) the effects of disruption from the transactions on the Companys business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners; (viii) Dardens ability to realize the synergies contemplated by the proposed transaction and integrate the business of the Company; (ix) reductions in the availability of, or increases in the cost of, USDA Prime grade beef, fish and other food items; (x) changes in economic conditions, including inflation, increasing interest rates, higher unemployment, slowing growth or recession; (xi) reductions in consumer discretionary income and general competition in the restaurant industry; (xii) the effect of shortages or increases in labor costs, state or local government regulations related to the sale or preparation of food, the sale of alcoholic beverages and the opening of new restaurants; (xiii) risks in the markets where the Companys restaurants are located; and (xiv) the inability to successfully integrate franchisee acquisitions into the Companys business operations, economic, regulatory and other limitations on the Companys ability to pursue new restaurant openings and other organic growth opportunities. The risks and uncertainties may be impacted by the COVID-19 pandemic (including supply chain constraints, labor shortages and inflationary pressure). The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in Dardens and the Companys respective public filings with the SEC from time to time, including
their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Dardens and the Companys stockholders and investors are cautioned not to unduly rely on these forward-looking statements. The forward-looking statements speak only as of the date hereof and, other than as required by applicable law, Darden and Merger Sub expressly disclaim any intent or obligation to update or revise publicly these forward-looking information or statements.
Exhibit 99.7
Messages from Cheryl & Rick: Darden Acquisition
Home Office
A Message from Cheryl Henry
Moments ago, we announced that Darden Restaurants has entered into an agreement to acquire Ruths Hospitality Group. This is an exciting opportunity, and I am greatly optimistic about what this means for the future of our beloved brand.
I want you to know our Board of Directors unanimously approved this decision after careful consideration of what this will provide to our Team Members, our Franchise Partners, our Stockholders, and other stakeholders in the organization. Rik Jenkins and I will continue to lead this remarkable organization and ensure that Ruth Fertels legacy, and the work you have done, lives on as we focus on our future together within Darden.
Im sure you are familiar with Darden and at least some of their iconic brands Olive Garden, LongHorn Steakhouse, Cheddars Scratch Kitchen, Yard House, The Capital Grille, Seasons 52, Bahama Breeze and Eddie Vs. Like Ruths, Darden is built on the strong legacy of their founder Bill Darden and they are deeply committed to delivering quality food and exceptional service in a welcoming atmosphere.
Rick Cardenas, Dardens President and CEO, and I have been able to spend quality time together talking about Ruths and Darden. We think about the restaurant business the same way especially as it relates to taking care of Our People.
I realize this is a lot for you to absorb but I would like to share some of what this acquisition means for Ruths Chris:
1. | This is the right next step in our journey. Being part of Darden benefitting from their competitive advantages, infrastructure and expertise in developing and nurturing brands will enable us to continue investing in our growth initiatives. |
2. | Darden is the right cultural fit. It has become clear in my interactions with the Darden team there is a common culture of excellence in how we lead our teams and run our restaurants. Our shared beliefs and values will help ensure a smooth transition as we continue delivering exceptional guest experiences. |
3. | Together we create a strong brand for the future. We will benefit from the knowledge shared by the experienced teams at Darden, as they will from us. We will be stronger as part of the Darden family and we will make Darden a stronger company. |
I know its natural to ask what this news means for you. At this stage of the process there are many questions that still need to be answered. What I can tell you is that, up until the close of the transaction, nothing will change for you. I need your help to support our field Team Members and Franchise Partners.
Darden will take the reins after the transaction closes. They are committed to ensuring that every home office Team Member will be treated fairly and with respect. As we go through this process, please do not hesitate to reach out to your direct supervisor or any member of the Executive Team with questions.
I am proud of the brand we built and the culture we created. Together, we have delivered on Ruths vision through our commitment to hospitality and drive to succeed. Thank you for all of your hard work to get Ruths Chris to where it is now, and for your efforts to ensure our great restaurants continue to be supported during this transition.
A Message from Rick Cardenas
It is an honor to announce that Ruths Hospitality Group is joining the Darden team. I share Cheryls enthusiasm for this exciting news, and I am extremely pleased that Cheryl will continue to lead Ruths Chris as President, reporting directly to me. I have been a fan of Ruths Chris for a long time you have built an incredibly strong, differentiated brand, with an impressive history of delivering elevated dining experiences to your loyal guests.
The more I learn, the more confident I am that Ruths Chris and Darden are an excellent match, and that we will be stronger together. To start, both companies are culturally aligned we share a similar operating philosophy, as well as the same passion for Our People. Additionally, Ruths Chris will be able to leverage Dardens competitive advantages, as you help amplify these advantages for us. Finally, Ruths Chris complements our portfolio of iconic brands. By leveraging all of Dardens competitive advantages and preserving what has made Ruths Chris successful since 1965, together, we will be able to bring The Sizzle to even more team members and guests.
As I said earlier this morning, we are not able to answer all your questions. However, I commit to every one of you that the Darden leadership team and I will be transparent throughout this process. And that starts today.
For Ruths Chris to benefit from Dardens competitive advantages, we will need to consolidate some of the support functions that are housed in Winter Park. As we begin integration, we will determine the right support structure for Ruths Chris, and opportunities that may be available at Dardens Restaurant Support Center (RSC). Regardless of the decision, I assure you that everyone will be treated fairly and with respect.
This is just the beginning of what we intend to be a very thoughtful process. There are many details involved with this transaction and many questions still to address. Once the transaction closes which we expect to happen by the end of June, subject to all customary closing conditions we will provide you with more details. We have a talented team assembled to manage the integration to ensure it proceeds as smoothly and quickly as possible. As we begin integrating Ruths Chris into Darden, we need your help to ensure we remain focused on delivering great guest experiences in our restaurants.
I know this is overwhelming, but I hope you are also excited about the future of Ruths Chris. You all have built a powerful brand, and I look forward to seeing Ruths Chris continue to grow as we bring The Sizzle to Darden.
Together, our best days are ahead!
Additional Information about the Tender Offer and Where to Find It
The tender offer (the Offer) described herein has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender materials that Darden Restaurants, Inc. (Darden) and its acquisition subsidiary (Merger Sub) will file with the United States Securities and Exchange Commission (the SEC) upon commencement of the Offer. A solicitation and offer to buy outstanding shares of Ruths Hospitality Group, Inc. (the Company) common stock will only be made pursuant to the Offer materials that Darden and Merger Sub intend to file with the SEC. At the time the Offer is commenced, Darden and Merger Sub will file a tender offer statement on Schedule TO, and the Company will file a solicitation/recommendation statement on Schedule 14D-9 (the Solicitation/Recommendation Statement) with the SEC with respect to the Offer.
THE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF THE COMPANY SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES IN THE OFFER.
The tender offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will be made available to all investors and stockholders of the Company at no expense to them at the Investor Relations section of Dardens website at www.darden.com and under the SEC Filings section of the Companys website at www.rhgi.com/investors, and (once they become available) will be mailed to the stockholders of the Company free of charge. The information contained in, or that can be accessed through, Dardens website or the Companys website is not a part of, or incorporated by reference in, this document. The Offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will also be made available for free on the SECs website at www.sec.gov. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Darden and the Company file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed by Darden or the Company with the SEC for free on the SECs website at www.sec.gov, or at the Investor Relations section of Dardens website at www.darden.com and under the SEC Filings section of the Companys website at www.rhgi.com/investors.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements either contained in or incorporated by reference into this document, other than purely historical information, including statements relating to the acquisition of the Company by Darden and any statements relating to the Companys business and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as believes, plans, anticipates, projects, estimates, expects, intends, strategy, future, opportunity, may, will, should, could, potential, or similar expressions. Forward-looking statements are based on managements current expectations and beliefs, as well as a number of assumptions, estimates and projections concerning future events and do not constitute guarantees of future performance. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside managements control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.
Such forward-looking statements include those relating to the ability to complete, and the timing of completion of, the transactions contemplated by the Merger Agreement, including the parties ability to satisfy the conditions to the consummation of the Offer and the other conditions set forth in the Merger Agreement and the possibility of any termination of the Merger Agreement. Actual results may differ materially from current expectations because of numerous risks and uncertainties including, among others: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) uncertainty surrounding the number of shares of the Companys common stock that will be tendered in the Offer; (iii) the risk of legal proceedings that may be or have been instituted related to the Merger Agreement, which may result in significant costs of defense, indemnification and liability; (iv) the possibility that competing offers or acquisition proposals for the Company will be made; (v) the possibility that any or all of the
various conditions to the consummation of the Offer or the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Offer or the merger; (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (vii) the effects of disruption from the transactions on the Companys business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners; (viii) Dardens ability to realize the synergies contemplated by the proposed transaction and integrate the business of the Company; (ix) reductions in the availability of, or increases in the cost of, USDA Prime grade beef, fish and other food items; (x) changes in economic conditions, including inflation, increasing interest rates, higher unemployment, slowing growth or recession; (xi) reductions in consumer discretionary income and general competition in the restaurant industry; (xii) the effect of shortages or increases in labor costs, state or local government regulations related to the sale or preparation of food, the sale of alcoholic beverages and the opening of new restaurants; (xiii) risks in the markets where the Companys restaurants are located; and (xiv) the inability to successfully integrate franchisee acquisitions into the Companys business operations, economic, regulatory and other limitations on the Companys ability to pursue new restaurant openings and other organic growth opportunities. The risks and uncertainties may be impacted by the COVID-19 pandemic (including supply chain constraints, labor shortages and inflationary pressure). The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in Dardens and the Companys respective public filings with the SEC from time to time, including their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Dardens and the Companys stockholders and investors are cautioned not to unduly rely on these forward-looking statements. The forward-looking statements speak only as of the date hereof and, other than as required by applicable law, Darden and Merger Sub expressly disclaim any intent or obligation to update or revise publicly these forward-looking information or statements.