J. Alexander’s Corp. & Fidelity National Financial, Inc. Announce Settlement of Class Action Lawsuit, & Confirm Deadline o...
September 18 2012 - 9:48AM
Business Wire
Fidelity National Financial, Inc. (NYSE: FNF) and
J. Alexander’s Corporation (NASDAQ: JAX) announced today that,
on Monday, September 17, 2012, J. Alexander’s, FNF and the
other named defendants entered into a memorandum of understanding
(“MOU”) with the plaintiff and its counsel in connection with the
class action lawsuit filed in Tennessee state court related to the
proposed acquisition of J. Alexander’s by affiliates of FNF.
The MOU reflects the parties’ agreement in principle to resolve the
claims by the plaintiff against J. Alexander’s, its board of
directors and FNF in connection with the tender offer and the
merger agreement. Under the MOU, J. Alexander’s agreed to make
certain supplemental disclosures in its Schedule 14D-9 in exchange
for a release and settlement by the purported class of
J. Alexander’s shareholders of all claims against
J. Alexander’s, its board of directors, FNF and their
respective affiliates and agents. J. Alexander’s filed its
supplemental disclosures with the Securities and Exchange
Commission (“SEC”) on September 17, 2012. FNF also filed
corresponding supplemental disclosures with the SEC on that
date.
FNF and J. Alexander’s are parties to an Amended and
Restated Agreement and Plan of Merger, dated July 30, 2012, by and
among J. Alexander’s, FNF, and certain affiliates of FNF,
which was amended on September 5, 2012 to increase the offer price
from $13.00 per share to $14.50 per share.
Lonnie J. Stout II, Chairman, President and Chief Executive
Officer, said the Company’s board continues to recommend that
J. Alexander’s shareholders tender their shares into FNF’s
tender offer and confirmed that no additional offers have been
received since J. Alexander’s announced FNF’s revised offer at
$14.50.
“FNF’s offer at $14.50 per share represents the highest price
and best proposal received by J. Alexander’s.
J. Alexander’s board of directors believes that FNF’s revised
tender offer is in the best interest of all J. Alexander’s
shareholders.” The recommendation was included in the amendment to
J. Alexander’s solicitation/recommendation statement on
Schedule 14D-9.
The tender offer is currently set to expire at 5:00 p.m.
(Eastern Time) on September 19, 2012. J. Alexander’s
shareholders may tender their shares by following the procedures
set forth in the tender offer statement on Schedule TO, which
contains an offer to purchase, a form of letter of transmittal and
related tender offer documents, as filed by FNF and its affiliates
with the SEC on August 6, 2012, as amended to date.
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 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 MAKING ANY
DECISION 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 SEC. 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 undertake no
obligation to update the information provided herein.
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