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EXHIBIT (a)(1)(G)
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."
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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.
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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, and profits before taxes for the
12 months ended November 30, 2000, were $26.7 million. This debt will be
assumed by Compass Group. For more information, visit the Morrison website at
www.iammorrison.com.
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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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