JACKSONVILLE, Fla.,
Sept. 27, 2012 /PRNewswire/
-- Fidelity National Financial, Inc. (NYSE:FNF), a leading
provider of title insurance, mortgage services and restaurant and
diversified services, today announced the successful completion of
the subsequent offering period relating to the tender offer through
its wholly-owned subsidiary, New Athena Merger Sub, Inc.
("Purchaser"), for all outstanding common stock of J. Alexander's
(NASDAQ:JAX) ("J. Alexander's").
The subsequent offering period expired at 5:00 P.M., New York
City time, on Wednesday, September
26, 2012. According to the depositary for the tender
offer and J. Alexander's transfer agent, after acquiring all shares
validly tendered during the subsequent offering period and the
shares issued pursuant to the top-up option, Purchaser owns
approximately 6,703,418 shares, representing approximately 90.5
percent of J. Alexander's outstanding shares of common stock on a
fully diluted basis.
As a result of Purchaser's purchase of shares in the tender
offer and the exercise of the top-up option, it will be able to
approve the merger without the affirmative vote of any other J.
Alexander's stockholder. After a one-month waiting period
required under the Tennessee Business Corporation Act, 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. Following the merger, J.
Alexander's will become an indirect, wholly-owned subsidiary of
FNF. 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 treasury of J. Alexander's or by Purchaser) 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 was paid in the tender
offer.
Following the merger, 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, a restaurant
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.
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.
SOURCE Fidelity National Financial, Inc.