1
EXHIBIT 99.2
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
2
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.
2
3
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,
3
4
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.
4