Darden Restaurants, Inc. ("Darden") (NYSE: DRI) and Chuy's Holdings, Inc. ("Chuy's") (Nasdaq: CHUY), jointly announced today that they have entered into a definitive agreement pursuant to which Darden will acquire all of the outstanding shares of Chuy's for $37.50 per share, in an all-cash transaction with an enterprise value of approximately $605 million. Chuy's will complement Darden's portfolio of iconic brands, which currently includes Olive Garden, LongHorn Steakhouse, Yard House, Ruth's Chris Steak House, Cheddar's Scratch Kitchen, The Capital Grille, Seasons 52, Eddie V's and Bahama Breeze.

Founded in Austin, Texas, in 1982, Chuy's owns and operates full-service restaurants serving a distinct menu of authentic, made-from-scratch Tex-Mex inspired dishes. Chuy's highly flavorful and freshly prepared fare is served in a fun, eclectic and irreverent atmosphere, while each location offers a unique, "unchained" look and feel, as expressed by Chuy's motto "If you've seen one Chuy's, you've seen one Chuy's!" Chuy's had 101 restaurants in 15 states as of July 16, 2024, and in the latest twelve months ending March 31, 2024 generated total revenues over $450 million, and average annual restaurant volumes of $4.5 million.

"Chuy's is a differentiated brand within the full-service dining industry with strong performance and growth potential," said Darden President and CEO Rick Cardenas. "Based on our criteria for adding a brand to the Darden portfolio, we believe Chuy's is an excellent fit that supports our winning strategy. I am excited to welcome their 7,400 team members to Darden and diversify the Darden portfolio into a new dining category."

Steven Hislop, Chairman, CEO and President of Chuy's, stated, "We are excited about the opportunity to join the Darden family and its portfolio of well-respected brands. Darden shares many of our same core values, particularly our operating philosophy and strong team member cultures. Together we will accelerate our business goals and bring our authentic, made-from-scratch Tex-Mex to more guests and communities."

Highlights

• Darden has agreed to acquire Chuy's for $37.50 per share in cash, with a total transaction enterprise value of approximately $605 million, a 40% premium to the 60-day volume weighted average price.
• Purchase price represents a 10.3x implied multiple of Chuy's latest twelve months ending March 31, 2024 Transaction Adjusted EBITDA.*
• Darden expects pre-tax net synergies of approximately $15 million by the end of its fiscal 2026.
• Total acquisition and integration-related expenses are expected to be approximately $50 to $55 million, pre-tax.
• Expected to be neutral to Darden's diluted net earnings per share for its fiscal 2025, excluding acquisition and integration-related expenses, and accretive by approximately 12 to 15 cents in its fiscal 2027.
• Transaction is expected to be completed in Darden's fiscal second quarter, subject to satisfaction of customary closing conditions.
• The transaction has been unanimously approved by the boards of directors of both Darden and Chuy's.

Summary of the Transaction

Under the terms of the merger agreement, Darden will acquire all of the outstanding shares of Chuy's for $37.50 per share in cash. Chuy's board of directors unanimously approved the merger agreement with Darden and determined to recommend that Chuy's stockholders vote to adopt the merger agreement. The definitive merger agreement includes a 30-day "go-shop" period that will allow Chuy's to affirmatively solicit alternative proposals from interested parties.

Darden has sufficient liquidity to complete the all-cash transaction. Darden expects to continue to maintain a strong balance sheet and have sufficient capital to achieve its stated capital allocation priorities of maintaining existing restaurants, growing new restaurants and returning capital to shareholders through dividends and strategic share repurchases.

The transaction is expected to close in Darden's fiscal second quarter subject to certain conditions set forth in the merger agreement, including the approval by a majority of Chuy's stockholders, the expiration or termination of the applicable waiting period under the HSR Act and other customary conditions.

Advisors
BofA Securities is acting as financial advisor and Hunton Andrews Kurth LLP is acting as legal advisor to Darden.

Piper Sandler is acting as financial advisor and Winston & Strawn LLP is acting as legal advisor to Chuy's.

Investor Conference Call
Darden will host a conference call to discuss the transaction on Thursday, July 18, 2024, at 10:00 am ET. To listen to the call live, please go to https://event.choruscall.com/mediaframe/webcast.html?webcastid=17uPZVSK at least fifteen minutes early to register, download, and install any necessary audio software. Prior to the call, a slide presentation will be posted on the Investor Relations section of Darden's website at: www.darden.com. For those who cannot access the Internet, please dial 877-407-9219. For those who cannot listen to the live broadcast, a replay will be available on the Investor Relations section of Darden's website at: www.darden.com shortly after the call.