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Chuy's (CHUY) investor relations material
Chuy's has been acquired by Darden Restaurants Inc
Chuy's Proxy Filing summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.Proxy Filing summary5 Sep, 2024
Executive summary
A special meeting is scheduled for October 10, 2024, for shareholders to vote on a proposed merger in which all shares will be converted to $37.50 in cash per share, making the company a wholly-owned subsidiary of Darden Restaurants, Inc.
The board unanimously recommends voting in favor of the merger, which offers a 47.9% premium over the pre-announcement stock price.
Piper Sandler & Co. provided a fairness opinion, confirming the merger consideration is fair from a financial perspective.
If the merger is not approved, the company will remain public and continue current operations, with no payment to shareholders.
Voting matters and shareholder proposals
Shareholders will vote on: (1) adoption of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) potential adjournment of the meeting to solicit more votes if needed.
Approval of the merger requires a majority of outstanding shares; abstentions and broker non-votes count as votes against.
Appraisal rights are available for shareholders who do not vote in favor and follow Delaware law procedures.
Board of directors and corporate governance
The board consists of seven members, with Steve Hislop as Chair, President, and CEO.
The board unanimously approved the merger after a strategic review and negotiation process, including a go-shop period to solicit alternative offers.
The board's recommendation is based on the premium offered, fairness opinion, and assessment of strategic alternatives.
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Frequently asked questions
Chuy's Holdings Inc owns and operates a chain of full-service restaurants serving Mexican and Tex-Mex cuisine. The company offers a menu of made-from-scratch dishes in a casual dining atmosphere, primarily across the southern and southeastern United States. The company is headquartered in Austin, Texas, and its shares are listed on the NASDAQ.
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