Fidelity National Financial, Inc. (NYSE: FNF) and J. Alexander’s
Corporation (NASDAQ: JAX) announced today an amendment to the
Amended and Restated Agreement and Plan of Merger, dated July 30,
2012, by and among J. Alexander’s, Fidelity National Financial,
Inc. and certain affiliates of FNF. Pursuant to the amendment, FNF
agreed to increase its offer price from $13.00 per share to $14.50
per share and will extend the offer for at least 10 business days
until September 19, 2012. In connection with the increased offer,
J. Alexander’s agreed to increase the termination fee payable by J.
Alexander’s to FNF in certain circumstances under the merger
agreement from $2,159,725 to $3,800,000.
Lonnie J. Stout II, Chairman, President and Chief Executive
Officer, said the amendment to the merger agreement has been
unanimously approved by the J. Alexander’s board of directors and
that the Company’s board recommends that J. Alexander’s
shareholders tender their shares into FNF’s tender offer.
“The J. Alexander’s board of directors believes that FNF’s
revised tender offer is in the best interest of all J. Alexander’s
shareholders and is pleased with the successful completion of the
negotiation process with FNF,” Stout stated. A complete description
of the terms of the amendment to the merger agreement will be
provided in an amendment to J. Alexander’s
solicitation/recommendation statement on Schedule 14D-9, which J.
Alexander’s will file with the Securities and Exchange
Commission.
The closing of the tender offer is conditioned on the tender of
a number of J. Alexander’s shares that represents at least a
majority of the total number of J. Alexander’s shares outstanding
and other customary closing conditions. The transaction is not
subject to a financing condition. Upon the completion of the tender
offer, FNF will acquire all remaining shares of J. Alexander’s
through a second-step merger that will result in all shares not
tendered in the tender offer being converted into the right to
receive $14.50 per share in cash, the same consideration per share
as paid in the tender offer. The merger transaction is expected to
close in the fourth quarter of 2012, assuming execution of the
tender offer process and satisfaction of the conditions to
closing.
Pursuant to applicable law, FNF will be required to extend the
expiration date of the tender offer for at least ten business days
from the filing of an amendment to FNF’s tender offer statement on
Schedule TO with the Securities and Exchange Commission. The tender
offer was set to expire on September 5, 2012. J. Alexander’s
shareholders who have already validly tendered and not subsequently
withdrawn their shares will not need to take any further actions in
order to receive the increased offer price of $14.50 per share.
FNF's revised tender offer at $14.50 per share represents the
best price proposal received by J. Alexander’s.
Except as described herein, the terms of the merger agreement
remain unchanged, including the right of J. Alexander’s to consider
a superior proposal under circumstances described in the merger
agreement, subject to the increased termination fee of $3,800,000
payable by J. Alexander’s to FNF in certain circumstances.
The depositary for the tender offer has informed FNF that, as of
5:00 p.m. on Wednesday, September 5, 2012, 145,691 shares have been
validly tendered and not validly withdrawn.
About Fidelity National Financial, Inc.
Fidelity National Financial, Inc. (NYSE:FNF), is a leading
provider of title insurance, mortgage services and restaurant and
other diversified services. FNF is the nation’s largest title
insurance company through its title insurance underwriters -
Fidelity National Title, Chicago Title, Commonwealth Land Title and
Alamo Title - that collectively issue more title insurance policies
than any other title company in the United States. FNF also owns a
55% stake in American Blue Ribbon Holdings, an owner and operator
of the O’Charley’s, Ninety Nine Restaurant, Max & Erma’s,
Village Inn, Bakers Square and Stoney River Legendary Steaks
concepts. In addition, FNF owns a majority stake in Remy
International, Inc., a leading designer, manufacturer,
remanufacturer, marketer and distributor of aftermarket and
original equipment electrical components for automobiles, light
trucks, heavy-duty trucks and other vehicles. FNF also owns a
minority interests in Ceridian Corporation, a leading provider of
global human capital management and payment solutions. More
information about FNF can be found at www.fnf.com.
About J. Alexander’s
Corporation
J. Alexander’s Corporation (NASDAQ: JAX), operates 33 J.
Alexander’s restaurants in 13 states: Alabama, Arizona, Colorado,
Florida, Georgia, Illinois, Kansas, Kentucky, Louisiana, Michigan,
Ohio, Tennessee and Texas. J. Alexander’ is an upscale,
contemporary American restaurant known for its wood-fired cuisine.
The Company’s menu features a wide selection of American classics,
including steaks, prime rib of beef and fresh seafood, as well as a
large assortment of interesting salads, sandwiches and desserts. J.
Alexander’s also has a full-service bar that features an
outstanding selection of wines by the glass and bottle. More
information about JAX can be found at www.jalexanders.com.
Important Information about the Tender Offer
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY
SECURITIES. THE TENDER OFFER IS BEING MADE PURSUANT TO A TENDER
OFFER STATEMENT ON SCHEDULE TO, CONTAINING AN OFFER TO PURCHASE,
FORM OF LETTER OF TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS,
FILED BY FNF AND ITS AFFILIATES WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION (THE “SEC”) ON AUGUST 6, 2012. A
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 RELATING TO
THE TENDER OFFER HAS BEEN FILED BY J. ALEXANDER’S WITH THE SEC
ON AUGUST 6, 2012. THESE DOCUMENTS, AS THEY HAVE BEEN AND MAY BE
AMENDED OR SUPPLEMENTED FROM TIME TO TIME, CONTAIN IMPORTANT
INFORMATION ABOUT THE TENDER OFFER AND J. ALEXANDER’S SHAREHOLDERS
ARE URGED TO READ THEM CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE TENDER OFFER. THE TENDER OFFER MATERIALS MAY BE
OBTAINED AT NO CHARGE BY DIRECTING A REQUEST BY MAIL TO GEORGESON
INC., 99 WATER STREET, 26TH FLOOR, NEW YORK, NY 10038, OR BY
CALLING TOLL-FREE AT (800) 261-1047, AND MAY ALSO BE OBTAINED AT NO
CHARGE AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV.
Forward-Looking
Statements
This press release contains forward-looking statements relating
to the potential acquisition of J. Alexander’s by FNF and its
affiliates, including the expected date of closing of the
acquisition and the potential benefits of the transaction. The
actual results of the transaction could vary materially as a result
of a number of factors, including: uncertainties as to how many of
shareholders of J. Alexander’s will tender their stock in the
offer, the possibility that competing offers will be made and the
possibility that various closing conditions for the transaction may
not be satisfied or waived. Other factors that may cause actual
results to differ materially include those other risks detailed in
the “Statement Regarding Forward-Looking Information,” “Risk
Factors” and other sections of J. Alexander’s Form 10-K and other
filings with the Securities and Exchange Commission. These
forward-looking statements reflect J. Alexander’s and FNF’s
expectations as of the date of this press release. J. Alexander’s
and FNF undertakes no obligation to update the information provided
herein.
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