| Item 2.01 | Completion of Acquisition or Disposition of Assets |
On June 14, 2023, Darden Restaurants, Inc., a Florida corporation (“Parent”), completed its acquisition of Ruth’s Hospitality Group, Inc., a Delaware corporation (the “Company”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 2, 2023, among Parent, Ruby Acquisition Corporation, a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), and the Company.
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on May 16, 2023, Merger Sub commenced a tender offer (the “Offer”) to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company (the “Shares”) at a price of $21.50 per Share (the “Merger Consideration”), in cash, without interest (but subject to applicable withholding).
The Offer was not extended and the Offer and related withdrawal rights expired as scheduled at one minute after 11:59 p.m., New York City time, on Tuesday, June 13, 2023 (the “Offer Expiration Time”). American Stock Transfer & Trust Company, LLC, the depositary and paying agent for the Offer, advised Merger Sub that, as of the Offer Expiration Time, 22,853,263 Shares (excluding, for the avoidance of doubt, Shares presented pursuant to guaranteed delivery procedures which Shares have not yet been “received,” as such term is defined by Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”)) were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 71.2% of the issued and outstanding Shares as of the Offer Expiration Time. The number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the condition that the number of Shares validly tendered and not validly withdrawn prior to the Offer Expiration Time, together with any Shares owned by Parent, Merger Sub or any of their affiliates, represents at least one more Share than 50% of the total number of Shares outstanding as of the Offer Expiration Time. As all conditions to the Offer were satisfied or waived, Merger Sub irrevocably accepted for payment all such Shares validly tendered into and not validly withdrawn from the Offer and will promptly pay for all such Shares in accordance with the Offer.
As a result of its acceptance of the Shares validly tendered in the Offer, Merger Sub acquired a sufficient number of Shares to complete the merger of Merger Sub with and into the Company without a vote of the stockholders of the Company pursuant to Section 251(h) of the DGCL (the “Merger”), with the Company surviving the Merger as an indirect, wholly owned subsidiary of Parent in accordance with the DGCL. Accordingly, on June 14, 2023, Merger Sub effected the Merger. At the effective time of the Merger (the “Effective Time”), each Share that was not (i) validly tendered and irrevocably accepted for purchase pursuant to the Offer, (ii) held by a holder who is entitled to demand appraisal and who has (or for which the “beneficial owner” (as defined in Section 262(a) of the DGCL) has) properly exercised appraisal rights with respect thereto in accordance with, and who has (and, to the extent applicable, for which the applicable beneficial owner has) complied with, Section 262 of the DGCL with respect to any such Shares held by such holder or (iii) held by the Company as treasury stock or owned by Parent, Merger Sub or any of Parent’s other subsidiaries (including Shares acquired pursuant to the Offer) was cancelled and converted into the right to receive the Merger Consideration in cash, without interest (but subject to applicable withholding).
Pursuant to the terms of Section 2.7(a) of the Merger Agreement, and except as otherwise agreed in writing by the Company, Parent and the holder thereof, each of the Company’s restricted stock unit awards (the “Company RSAs”) that was outstanding, whether vested or unvested as of immediately prior to the Effective Time, was automatically fully vested, cancelled and converted into the right to receive an amount in cash, without interest thereon (but subject to applicable withholding), equal to the product obtained by multiplying (i) the Merger Consideration by (ii) the total number of Shares subject to such Company RSA.
Pursuant to the terms of Section 2.7(b) of the Merger Agreement, and except as otherwise agreed in writing by the Company, Parent and the holder thereof, each of the Company’s restricted stock units (the “Company RSUs”) that was outstanding, whether vested or unvested as of immediately prior to the Effective Time, was automatically fully vested, cancelled and converted into the right to receive an amount in cash, without interest thereon (but subject to applicable withholding), equal to the product obtained by multiplying (i) the Merger Consideration by (ii) the total number of Shares subject to such Company RSU.
Pursuant to the terms of Section 2.7(c) of the Merger Agreement, and except as otherwise agreed in writing by the Company, Parent and the holder thereof, each of the Company’s performance-based restricted stock units of
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