Exhibit 99.1
DARDEN RESTAURANTS
Red Lobster(R) Olive Garden(R)
Bahama Breeze(R) Smokey Bones(R)
www.darden.com
NEWS/INFORMATION
Corporate Relations
P.O. Box 593330
Orlando, FL 32859
Contacts:
(Analysts) Matthew Stroud (407) 245-6458
(Media) Jim DeSimone (407) 245-4567
FOR RELEASE
May 16, 2005
11:30AM ET
DARDEN RESTAURANTS, INC. DECLARES DIVIDEND DISTRIBUTION
OF PREFERRED SHARE PURCHASE RIGHTS
ORLANDO, FL - Darden Restaurants, Inc. (NYSE: DRI) today announced that its
Board of Directors declared a dividend distribution of one Preferred Share
Purchase Right on each outstanding share of Darden common stock.
Clarence Otis, Jr., Darden's Chief Executive Officer, stated: "The Rights,
which are replacing certain preferred share purchase rights that will expire on
May 24, 2005, are designed to assure that all of Darden's shareholders receive
fair and equal treatment in the event of any proposed takeover of the Company
and to guard against abusive tactics to gain control of Darden without paying
all shareholders an appropriate premium. The Rights are not being adopted in
response to any specific takeover effort, and will not prevent a takeover, but
should encourage anyone seeking to acquire the Company to negotiate with the
Board prior to attempting a takeover."
The Rights will be exercisable only if a person or group acquires 15% or
more of Darden's common stock or commences a tender offer the consummation of
which would result in ownership by a person or group of 15% or more of the
common stock. Each Right will entitle shareholders to buy one one-thousandth of
a share of a Series A Participating Cumulative Preferred Stock at an exercise
price of $120.
If a person or group acquires 15% or more of Darden's outstanding common
stock, each Right will entitle its holder (other than such person or members of
such group) to purchase, at the Right's then-current exercise price, a number of
Darden's common shares having a market value of twice the exercise price. In
addition, if Darden is acquired in a merger or other business combination
transaction after a person has acquired 15% or more of the Company's outstanding
common stock, each Right will entitle its holder to purchase, at the Right's
then-current exercise price, a number of the acquiring company's common shares
having a market value of twice the exercise price. The acquiring person will not
be entitled to exercise these Rights.
Prior to the acquisition by a person or group of beneficial ownership of
15% or more of the Company's common stock, the Rights are redeemable for one
cent per Right at the option of the Board of Directors.
The Board of Directors is also authorized to reduce the 15% thresholds
referred to above to not less than 10%.
- MORE -
-2-
The dividend distribution will be made on May 25, 2005, payable to
stockholders of record as of the close of business on that date, and is not
taxable to stockholders. The Rights will expire on May 25, 2015.
* * *
Darden Restaurants, Inc., headquartered in Orlando, FL, owns and operates over
1,350 Red Lobster, Olive Garden, Bahama Breeze, Smokey Bones, and Seasons 52
restaurants with annual sales of over $5.0 billion. It is the market share and
sales leader in casual dining
Forward-looking statements in this news release, if any, are made under the Safe
Harbor provisions of the Private Securities Litigation Reform Act of 1995.
Certain important factors could cause results to differ materially from those
anticipated by the forward-looking statements, including the impact of changing
economic or business conditions, the impact of competition, the availability of
favorable credit and trade terms, the impact of changes in the cost or
availability of food and real estate, government regulation, construction costs,
weather conditions and other factors discussed from time to time in reports
filed by the Company with the Securities and Exchange Commission.
-END-