updated 11/6/2006 9:23:31 AM ET 2006-11-06T14:23:31

OSI Restaurant Partners Inc. , which owns the Outback Steakhouse chain, said Monday it agreed to be bought by an investor group including its founders for nearly $3.04 billion in cash, but will consider better offers, sending its shares above the offer price.

The company also said it will restate results due to an error related to its gift cards, and that previously issued financial statements should no longer be relied upon.

Shareholders stand to get $40 per share in the offer that comes from a group including Bain Capital Partners LLC, Catterton Partners and company founders Chris Sullivan, Robert Basham and J. Timothy Gannon.

OSI Restaurant said its board approved the deal and recommended it to shareholders, based on the unanimous approval of a special committee of independent directors.

However, that committee and its advisers will solicit superior proposals from other parties in the next 50 days.

The $40-per-share offer represents a 23.3 percent premium over the closing price of $32.43 on Friday. The shares rose to $40.30 in early electronic trading on Monday.

Including assumed debt, OSI Restaurant said the deal is worth about $3.2 billion. The company expects the deal to close before the end of April.

The proposal came after the company hired Wachovia Securities in April to study options.

OSI Restaurant, like many other casual dining chains, reported a steep slowdown in customer traffic earlier this year as soaring gasoline prices prompted a cutback in consumer spending.

OSI Restaurant listed about 75.9 million diluted shares outstanding as of June 30, according to its most recent earnings release.

The company said in October it was delaying the release of its third-quarter results because of the restatement.

The company will restate financial statements to correct a previously announced understatement in its liability for unearned revenue.

In October, it said it had tentatively determined its liability for unearned revenue for unredeemed gift cards and certificates was understated by $20 million to $40 million. It now expects to record an adjustment to its unearned revenue liability of about $50 million to $70 million at Sept. 30.

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