San Diego, Nov. 29, 2011 (Shareholders Foundation) -- An investor in McCormick & Schmick's Seafood Restaurant (NASDAQ: MSSR) shares filed a lawsuit in State Court against directors in effort to block the proposed takeover of McCormick & Schmick's Seafood Restaurant by Landry's, Inc for $8.75 per share.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:MSSR investors arising out of the attempt to sell McCormick & Schmick's Seafood Restaurants at an unfair price via an unfair process.

On Tuesday, Nov 08, 201, McCormick & Schmick's Seafood Restaurants, Inc. (Nasdaq: MSSR) announced that it has signed an agreement with Landry's, Inc. whereby Landry's MSA Co., Inc., a subsidiary of Landry's, will acquire all of the outstanding shares of McCormick & Schmick's for $8.75 per share in cash, for a total equity value of approximately $131.6 million. McCormick & Schmick's Seafood Restaurants said the $8.75offer represents a premium of approximately 29% to McCormick & Schmick's closing stock price on Monday, November 7, 2011, and a premium of approximately 31% to the average 90 day trading price of $6.69.

However, the plaintiff alleges that the $8.75offer undervalues McCormick & Schmick's Seafood Restaurants. In fact, MSSR stocks traded as recently as July 21, 2011 as high as $9.26 per share and in February as high as $10.27 per share, thus well above the current offer.

In April 2011, Tilman J. Fertitta announced that he intends to commence, through his affiliate LSRI Holdings, Inc., a subsidiary of Landry's Restaurants, Inc. (collectively, Landry's ), an all-cash offer to acquire all of the issued and outstanding shares of common stock of McCormick & Schmick's Seafood Restaurants, Inc. (Nasdaq: MSSR) not already owned by Fertitta or his affiliates for $9.25 per share.