Roadhouse Grill enters into agreement and plan of merger with Steakhouse Partners

21/11/05 Roadhouse Grill, Inc. has announced that it has entered into an agreement and plan of merger with Steakhouse Partners, Inc. pursuant to which Steakhouse Partners will acquire the outstanding common stock of Roadhouse Grill. Under the terms of the merger agreement, shareholders of Roadhouse Grill, Inc. will receive net consideration equal to $0.772 per share in cash in exchange for their common stock. Steakhouse has also agreed to assume certain funded debt and liabilities of Roadhouse Grill.

The merger is subject to approval by Roadhouse Grill's shareholders, and holders of more than a majority of Roadhouse Grill's outstanding shares have, in connection with the execution of the merger agreement, entered into voting agreements to vote their shares in favor of the merger. The merger is also subject to regulatory approvals, the obtaining by Steakhouse of financing sufficient to complete the transaction and other customary closing conditions, and is expected to close no later than February 15, 2006. As a result of these contingencies, there can be no assurance that the merger will be completed. Roadhouse Grill has been represented in the transaction by the Chicago-based investment-banking firm of J. H. Chapman Group, L.L.C.

Roadhouse Grill, Inc., based in Pompano Beach, Fla., owns and operates 62 full-service, casual-dining restaurants and has 12 franchised or licensed restaurants. The Company's restaurants, which offer a "rambunctious" style consistent with Roadhouse Grill's motto: "Eat, drink and be yourself," are located in Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, New York, North Carolina, Ohio and South Carolina.

Steakhouse Partners, Inc. is a restaurant company operating 25 restaurants in 8 states. Steakhouse operates principally under the names of Hungry Hunter, Hunters Steakhouse, Mountain Jack's, and Carver's. Steakhouse has its principal executive offices in San Diego, California and is quoted under the symbol "STKP.PK".

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