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MORTON'S RESTAURANT GROUP, INC.
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From: KEKST AND COMPANY June 28, 2002
Lissa Perlman
David Lilly
437 Madison Avenue
New York, NY 10022-7001
(212) 521-4800
For: MORTON'S RESTAURANT GROUP, INC. FOR IMMEDIATE RELEASE
3333 New Hyde Park Road
New Hyde Park, NY 11042
(516) 627-1515
www.mortons.com
Contact: THOMAS J. BALDWIN, EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER,
MORTON'S RESTAURANT GROUP, INC.
MORTON'S RESTAURANT GROUP AND CASTLE HARLAN AMEND MERGER AGREEMENT TO INCREASE
MERGER CONSIDERATION TO $15.00 PER SHARE AND REDUCE CONDITIONS.
New Hyde Park, NY.... Morton's Restaurant Group, Inc. (NYSE:MRG) today announced
that its merger agreement with Castle Harlan had been amended to increase the
merger consideration to $15.00 per share and to remove the closing condition
that would have otherwise required Morton's to obtain prior to closing all
authorizations necessary to maintain liquor licenses following consummation of
the merger. The amendment also modified the condition requiring governmental and
third party consents to the merger so that only material consents will be
required. On June 21, 2002, as required under the Castle Harlan merger
agreement, Morton's notified Castle Harlan that Morton's had determined to
accept the revised offer received from Carl Icahn to purchase Morton's at $15.00
per share and to modify the closing conditions so that only material liquor
license authorizations and governmental and third party consents would be
required. Under the Castle Harlan merger agreement, Castle Harlan had five
business days to propose an amendment to its merger agreement so that the
proposed Icahn merger agreement would no longer be superior. On June 28, 2002,
Castle Harlan submitted to Morton's its proposed amendment to the merger
agreement. Morton's Special Committee and Board of Directors determined that the
Icahn offer no longer constituted a superior proposal and, accordingly, approved
the amendment to the Castle Harlan merger agreement, which was then executed.
Completion of the merger is subject to various closing conditions
including, but not limited to, approval of Morton's stockholders and receipt of
material third party consents.
FORWARD-LOOKING STATEMENTS
EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED IN THIS NEWS RELEASE, THE
MATTERS ADDRESSED ARE FORWARD - LOOKING STATEMENTS THAT INVOLVE CERTAIN RISKS
AND UNCERTAINTIES, INCLUDING BUT NOT LIMITED TO, GENERAL ECONOMIC CONDITIONS,
COMPETITIVE ACTIVITIES, THE COMPANY'S EXPANSION PLANS AND RESTAURANT
PROFITABILITY LEVELS AND OTHER MATTERS IDENTIFIED FROM TIME TO TIME IN THE
COMPANY'S PUBLIC REPORTS AND SEC FILINGS. ACTUAL RESULTS MAY VARY.
ADDITIONALLY, THIS DOCUMENT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE
RISKS AND UNCERTAINTIES RELATING TO THE PROPOSED MERGER AND OTHER FUTURE EVENTS,
INCLUDING WHETHER AND WHEN THE PROPOSED MERGER WILL BE CONSUMMATED. A VARIETY OF
FACTORS COULD CAUSE ACTUAL EVENTS OR RESULTS TO DIFFER MATERIALLY FROM THOSE
EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE,
BUT ARE NOT LIMITED TO, RISKS THAT STOCKHOLDER APPROVAL AND MATERIAL THIRD PARTY
CLEARANCES MAY NOT BE OBTAINED IN A TIMELY MANNER OR AT ALL, THAT AN ORDER OR
INJUNCTION MAY BE IMPOSED PROHIBITING OR DELAYING THE MERGER AND THAT ANY OTHER
CONDITIONS TO THE MERGER MAY NOT BE SATISFIED OR WAIVED. THE COMPANY ASSUMES NO
OBLIGATION TO UPDATE THE FORWARD-LOOKING INFORMATION.
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