Chuy's (CHUY) Proxy Filing summary

Executive summary

• Darden Restaurants will acquire all outstanding shares of Chuy's Holdings for $37.50 per share in cash, valuing the transaction at approximately $605 million, a 40% premium to the 60-day volume weighted average price.

• The transaction is expected to close in Darden's fiscal second quarter, subject to customary closing conditions, including regulatory approvals and a majority stockholder vote.

• Chuy's will operate as a distinct brand within Darden's portfolio, with plans to leverage Darden's scale, resources, and operational expertise to accelerate growth and enhance offerings.

• Darden expects pre-tax net synergies of approximately $15 million by the end of fiscal 2026 and anticipates the deal will be accretive to earnings by fiscal 2027.

• The merger agreement includes a 30-day go-shop period for Chuy's to solicit alternative proposals.

Voting matters and shareholder proposals

• The merger requires approval by a majority of Chuy's outstanding shares and includes a stockholder meeting for this purpose.

• The board of directors of both companies unanimously approved the merger and recommend stockholders vote in favor.

• A proxy statement will be filed and mailed to stockholders, who are urged to read it for important information about the transaction.

Board of directors and corporate governance

• Chuy's board unanimously determined the merger is fair and in the best interests of stockholders, and directed the agreement be submitted for stockholder approval.

• After the merger, Chuy's will become an indirect, wholly owned subsidiary of Darden, and its common stock will be delisted from Nasdaq.

• The directors and officers of the surviving corporation will be those of the merger sub immediately prior to the effective time.