Darden Restaurants, Inc. (NYSE:DRI) entered into a definitive merger agreement to acquire Ruth's Hospitality Group, Inc. (NasdaqGS:RUTH) for approximately $710 million on May 2, 2023. Pursuant to the agreement, Darden will commence a tender offer to acquire all of the outstanding shares of Ruth?s for $21.50 per share, in an all-cash transaction. In case of termination of the transaction under certain circumstances, Ruth's Hospitality will be required to pay a termination fee of $23.9 million to Darden Restaurants. Cheryl Henry will continue to lead as President of Ruth?s Chris and will report to Rick Cardenas. Nearly 5,000 Ruth?s Chris team members will join to Darden.

The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the total number of Ruth?s outstanding shares, all of the shares of Ruth's Hospitality Common Stock validly tendered pursuant to the offer and not validly withdrawn accepted for payment, the expiration or termination of the applicable waiting period under the HSR Act and other customary conditions. The transaction has been unanimously approved by the boards of directors of both Darden and Ruth?s. Upon the successful completion of the tender offer, Darden will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price per share. The transaction is expected to be completed in June 2023. The tender offer commenced on May 16, 2023 and will expire on June 13, 2023. Gary E. Thompson, Charles L. Brewer and Steven M. Haas of Hunton Andrews Kurth LLP are acting as legal advisor to Darden. Jefferies LLC is acting as exclusive financial advisor and fairness opinion provider, and Sarkis Jebejian, Rachael G. Coffey, Scott D. Price, Robert M. Hayward, Kevin Frank, Ian G. John, Jill Ross, Sara B. Zablotney and Jonathan L. Davis of Kirkland & Ellis LLP are acting as legal advisor to Ruth?s. The Depository Trust Company is the depository agent of Ruth?s. The transaction is expected to be accretive to Darden?s diluted net earnings per share in fiscal year 2024 by approximately 10 to 12 cents, excluding acquisition and integration-related expenses. Okapi Partners LLC acted as information agent and American Stock Transfer & Trust Company, LLC acted as depository for Darden. Ruth's will pay Jefferies a fee of $10.8 million, $0.75 million of which became payable upon delivery of Jefferies? opinion to the Board of Directors and the remainder of which is payable contingent upon the closing of the transaction.

Darden Restaurants, Inc. (NYSE:DRI) completed the acquisition of Ruth's Hospitality Group, Inc. (NasdaqGS:RUTH) on June 14, 2023.