Opposition grows to Lone Star bid
NEW YORK (Dow Jones) ? Institutional Shareholder Services and Glass Lewis & Co. have recommended that shareholders of Lone Star Steakhouse & Saloon Inc. vote against an acquisition of the restaurant chain by Lone Star Funds LLC on November 30.
Rockville, Maryland-based ISS and San Francisco-based Glass Lewis are shareholder-advisory firms.
ISS said in a report on Tuesday that it agreed with dissenting shareholders that the sales process wasn?t adequately thorough, and Glass Lewis said it is ?troubled? by the transaction process.
Lone Star Funds signed a confidentiality agreement on December 7, 2005, giving it access to non-public information for more time than other potential buyers, which were contacted between February 22 and March 11, 2006, the ISS report said.
?Given our concerns with the sales process, we believe that shareholders may benefit if the company were to restart and open up the sales process,? the ISS report said.
Affiliates of the Lone Star Funds private-equity fund agreed to buy the Wichita, Kan., restaurant chain for more than $600 million.
Lone Star Funds, whose general partner is based in Hamilton, Bermuda, has a similar name to the restaurant company but has no relationship to it.
Glass Lewis in its report said that since more than 40 percent of the transaction?s value derived from Lone Star Steakhouse & Saloon?s real estate holdings, it found it difficult to understand Lone Star Steakouse?s failure to appraise property assets.
Shareholders would have been better served with a comprehensive valuation of real estate assets or at minimum a full disclosure of a sale/leaseback report, the Glass Lewis report said.
An investor group, Barington Cos. Equity Partners L.P., has already said it will vote against the merger because the $27.10-a-share acquisition offer doesn?t provide adequate value to shareholders.
