Fidelity National Financial, Inc. (NYSE:FNF), a leading provider
of title insurance, mortgage services and restaurant and other
diversified services, and J. Alexander’s Corporation
(NASDAQ:JAX) (“J. Alexander’s”) today announced the
preliminary results of a tender offer through FNF’s indirect,
wholly-owned subsidiary, New Athena Merger Sub, Inc. (“Purchaser”),
for all outstanding common stock of J. Alexander’s.
The tender offer and withdrawal rights expired at 5:00 P.M., New
York City time, on Wednesday, September 19, 2012. According to the
depositary for the tender offer, approximately 4,451,627 shares
(excluding approximately 321,133 shares subject to guarantees of
delivery) were validly tendered and not withdrawn as of the
expiration time. This represents approximately 73.8 percent of
J. Alexander’s outstanding shares of common stock on a fully
diluted basis, giving FNF control of J. Alexander’s. The
Purchaser has accepted all shares that were validly tendered and
not properly withdrawn and will promptly pay for such shares at the
tender offer price of $14.50 per share, net to the seller in cash,
without interest and less any required withholding taxes.
In response to the completion of the tender offer, Lonnie J.
Stout II, President and Chief Executive Officer of J. Alexander’s,
stated, “We are pleased with the successful completion of the first
step of the transaction with FNF and believe it represents a
significant achievement for our shareholders by maximizing value
and providing them with a substantial cash premium for their
shares. We look forward to a successful merger closing.”
“We are happy to welcome J. Alexander's and its employees to the
FNF family,” said FNF CEO George P. Scanlon. “J. Alexander's has a
strong reputation for providing great service and a high quality
dining experience to its guests, and will enhance the growth of our
upscale casual concepts at American Blue Ribbon Holdings.”
FNF and J. Alexander’s also announced today that the
Purchaser is commencing a subsequent offering period to acquire the
remaining untendered shares of J. Alexander’s common stock.
The subsequent offering period will expire at 5:00 p.m., New York
City time, on Wednesday, September 26, 2012, unless extended.
During this subsequent offering period, holders of shares of
J. Alexander’s common stock who did not previously tender
their shares into the initial tender offer may do so, and the
Purchaser will immediately accept and promptly pay for any shares
properly tendered, for the same $14.50 per share, net to the seller
in cash, without interest and less any applicable withholding
taxes, that is payable to stockholders who tendered their shares
during the initial offering period of the tender offer.
Procedures for tendering shares during the subsequent offering
period are the same as during the initial offering period, with two
exceptions: (i) shares cannot be delivered by the guaranteed
delivery procedure and (ii) shares validly tendered during the
subsequent offering period will be accepted for payment on a daily
“as tendered” basis and, accordingly, may not be withdrawn. FNF and
the Purchaser reserve the right to extend the subsequent offering
period in accordance with applicable law.
Following the subsequent offering period, as may be extended,
and any exercise of the top up option provided in the merger
agreement, if the Purchaser has acquired at least 90 percent of the
shares of J. Alexander’s common stock then outstanding, the
Purchaser intends to merge with and into J. Alexander’s in
accordance with the “short-form” merger and other applicable
provisions of the Tennessee Business Corporation Act. If the
Purchaser is not able to consummate a “short-form” merger, it
intends to seek approval of the merger by a vote of
J. Alexander’s stockholders at a duly held special meeting
that is expected to be scheduled during the fourth quarter of 2012.
As a result of the Purchaser’s purchase of shares tendered in the
initial offering period, it will be able to approve the merger
without the affirmative vote of any other J. Alexander’s
stockholder at the meeting.
As a result of the merger, any shares of J. Alexander’s
common stock not tendered will be cancelled and (except for shares
held in the treasury of J. Alexander’s or by FNF or the
Purchaser, or shares for which appraisal rights are properly
demanded) will be converted into the right to receive the same
$14.50 in cash per share, without interest and less any applicable
withholding taxes, that is payable to stockholders who tendered
their shares during the initial offering period of the tender
offer. Accordingly, all J. Alexander’s stockholders will
receive the same $14.50 cash consideration per share whether they
tender their shares during the subsequent offering period or not,
but those who tender their shares during the subsequent offering
period will receive the consideration sooner than stockholders who
wait for the merger to be consummated.
Following the merger, J. Alexander’s will become an
indirect, wholly-owned subsidiary of FNF, and J. Alexander’s
common stock will cease to be traded on NASDAQ.
About FNF
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 interest 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. J. Alexander’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 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 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 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 and FNF’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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