Exhibit 99
PRESS RELEASE
FOR IMMEDIATE RELEASE
CONTACT: Morrison Management Specialists, Inc. Compass Group PLC
K. Wyatt Engwall Cheryl Webster
770-437-3305 704-329-4018
COMPASS GROUP TO ACQUIRE MORRISON MANAGEMENT SPECIALISTS
ATLANTA, GEORGIA, & CHARLOTTE, NORTH CAROLINA,
February 6, 2001 -- Compass Group PLC (CPG.L) and Morrison
Management Specialists, Inc. (NYSE:MHI), today announced that
they have entered into a definitive agreement under which Compass
Group will acquire Morrison, the second-largest US healthcare and
senior living foodservice company, in a cash tender offer and
subsequent merger. The consideration for the Morrison equity is
$563 million which will be paid in cash from Compass Group's
banking facilities.
The Board of Directors of both companies have unanimously
approved the agreement, under which an acquisition subsidiary of
Compass Group will commence a tender offer to purchase all shares
of Morrison's outstanding common stock for $40 per share, in
cash. The tender offer, which is not subject to a financing
condition, is expected to commence within the next 10 business
days and is expected to close in the first week of April.
Gary Green, President and Chief Executive Officer, Compass
Group, North America, said, "Morrison's proven track record of
being "best in class" in the provision of foodservice for the
healthcare industry enhances our portfolio of premier foodservice
operators across all sectors of the industry. It really is a
perfect fit. Bringing in Morrison together with Compass Group's
Bateman division means that the group has a strong number two
position in the healthcare foodservice industry in the U.S. and
gives us a great platform for providing the best possible service
and range of choices to the healthcare and senior dining
marketplace."
Morrison serves over 475 clients in the healthcare and
senior living markets through Morrison Healthcare Services and
Morrison Senior Dining. Green confirmed that Bateman, which in
North America specializes in senior living/retirement
foodservice, will combine with Morrison Senior Dining to create a
formidable force in the senior living foodservice industry.
Joining Gary Green in making the announcement, Glenn
Davenport, who continues as President and Chief Executive Officer
of Morrison, commented, "This is a great move for our
shareholders, the Morrison team and our clients and customers.
Compass Group is the largest foodservice company in the world and
a major player in the US foodservice market. It brings
tremendous opportunities for Morrison and our employees to reach
many of our goals. We share a commitment to excellent service,
quality, team member development and growth. Our clients and
team members stand only to gain through the strengths and
benefits we'll see as being part of this group."
All members of the senior management teams of Morrison and
Bateman will maintain current leadership roles and Green was
pleased to confirm that no employee layoffs are planned as a
result of the acquisition. Morrison will continue to operate
under the Morrison name and its corporate headquarters will
remain in Atlanta. A number of members of the senior management
team of Morrison have entered into agreements to remain with the
company following the transaction.
The transaction is conditioned on the tender of a majority
of the outstanding shares of the Morrison common stock on a fully
diluted basis, the expiration or early termination of the Hart-
Scott-Rodino waiting period and other customary conditions.
Compass Group was advised by Credit Suisse First Boston
Corporation. Morrison was advised by Bear, Stearns & Co. Inc.
Compass Group is the world's largest foodservice company
with annual revenues in excess of $10.7 billion employing over
250,000 people in 80 countries worldwide. The company is quoted
on the London Stock Exchange and its website is www.compass-
group.com. In North America alone the company has annual
revenues of $3.2 billion and employs 86,000 people. Compass
Group is the Official Catering Services Supplier for the 2002
Olympic and Paralympic Winter Games in Salt Lake City. Compass
Group will provide catering and concession services to the 3,500
residents of the Olympic Village as well as more than 125,000
people daily during the Olympic Winter Games, including members
of the worldwide media, judges and officials. For more
information, visit its North American Division website at
www.compass-usa.com.
Morrison Management Specialists, Inc. is the only national
US company focused exclusively on providing food, nutrition and
dining services to the healthcare and senior living markets.
Morrison operates through Morrison Healthcare Food Services and
Morrison Senior Dining, and serves several of the largest and
most prominent integrated healthcare systems, hospitals and
senior living communities in the United States. In fiscal year
2000, ended May 31, 2000, Morrison experienced a 20% increase in
managed volume (total operating costs managed) to $778.6 million
and a 36% increase in revenues to $441.1 million. Earnings
before interest and taxes (EBIT) was $26.3 million in fiscal year
2000. For the six months ending November 30, 2000, compared with
the same period in the prior year, Morrison achieved an 18%
increase in managed volume to $429.2 million, a 35% gain in
revenues to $263.4 million, and a 28% increase in EBIT to $16.6
million. Morrison's net assets at November 30, 2000, were $21.0
million, including $63 million of debt. This debt will be
assumed by Compass Group. For more information, visit the
Morrison website at www.iammorrison.com.
The tender offer described in this press release for the
outstanding shares in Morrison has not yet commenced. This press
release is neither an offer to purchase nor a solicitation of an
offer to sell securities. The tender offer will be made only
through an Offer to Purchase and related Letter of Transmittal to
be mailed to Morrison shareholders. Morrison shareholders are
strongly advised to read both the tender offer and statement and
the solicitation/recommendation statement regarding the tender
offer and the merger when they become available as those
documents will contain important information. The tender offer
statement (filed as Schedule TO) will be filed by Compass Group
with the Securities and Exchange Commission (SEC), and the
solicitation/recommendation statement (filed as Schedule 14D-9)
will be filed by Morrison with the SEC when the tender offer
commences. Morrison shareholders may obtain a free copy of these
statements and other documents filed by Compass Group and
Morrison at the SEC's website at www.sec.gov.
This news release may contain "forward looking statements"
which represent expectations or beliefs concerning future events.
Investors are cautioned that a number of important factors could,
individually or in the aggregate, cause actual events to differ
materially from such forward looking statements. These factors
include, without limitation, acceptance of the tender offer by
Morrison's shareholders, timely receipt of regulatory approvals
and the satisfaction or waiver of conditions contained in the
agreement.
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