San Diego, Dec. 20, 2011 (Shareholders Foundation) -- An investor in shares of Morton's Restaurant Group, Inc. (NYSE: MRT) filed a lawsuit in State Court in effort to block the takeover attempt of Morton's Restaurant Group for $6.90 by Tilman J. Fertitta’s wholly-owned company, Fertitta's Morton's Restaurants, Inc. and its wholly owned subsidiary Fertitta Morton's Acquisition, Inc.
According to the complaint the plaintiff alleges that certain directors of Morton's Restaurant Group breached their fidcuary duties owed to NYSE: MRT stockholders arising out of the attempt to sell Morton's Restaurant Group at an unfair price via an unfair process.

On December 16, 2011, Tilman J. Fertitta announced that his wholly-owned company, Fertitta's Morton's Restaurants, Inc. and its wholly owned subsidiary Fertitta Morton's Acquisition, Inc. have signed an Agreement to acquire 100% of Morton's Restaurant Group, Inc. ( MRT ) for $6.90 a share.
Tilman J. Fertitta said the price for the MRT shares represents a premium of approximately 34% to the closing price on Thursday, December 15, 2011.

Following the takeover proposal NYSE MRT shares jumped from $5.16 per share on Thursday to$6.84 per share on Friday, December 16, 2011

However, the plaintiff alleges that the $6.90offer undervalues Morton's Restaurant Group. In fact, shares of Morton's Restaurant Group, Inc. (Public, NYSE:MRT) traded as early as July 22, 2011 as high as $7.74 per share, thus well above the current offer. In addition analysts have set the mean, median high, and low target price for NYSE MRT shares all at $9 per share.

Additionally, the plaintiff claims that the proposed transaction is unfair and grossly inadequate because, among other things, the intrinsic value of MRT common stock is materially in excess of $6.90 given the company’s prospects for future growth and earnings. Indeed, Morton's Restaurant Group’s performance improved lately. Its 52week Revenue increased from $281.10million for a 52week period ending on January 3, 2010 to $296.13million for a 52week period ending on January 2, 2011 and its Net Income rose for the same time periods from a Net Loss of $79.65million to a Net Income of $2.53million.

The plaintiff also alleges that the entire process deployed by Fertitta's Morton's Restaurants, Inc. and certain directors of Morton's Restaurant Group is also unfair and inadequate because the directors agreed to certain onerous and preclusive deal protection devices, such as a Top-Up Option, a No Solicitation, and a $3.5million termination fee provision, that operate conjunctively to make the proposed transaction a fait accompli and ensure that no competing offers will emerge for Morton's Restaurant Group, Inc