J. Alexander’s Announces Intent to Voluntarily Delist From NASDAQ Global Market
October 09 2012 - 5:21PM
Business Wire
J. Alexander’s Corporation (NASDAQ:JAX) (“J. Alexander’s”
or the “Company”) announced today that it has submitted written
notice to the NASDAQ Global Market (“NASDAQ”) of its intention to
voluntarily delist its common stock, par value $.05 per share, with
associated Series A Junior Preferred Stock Purchase Rights, from
NASDAQ. The Company intends to file a Form 25 with the Securities
and Exchange Commission (the “SEC”) on October 19, 2012 to delist
its common stock. The common stock will continue to be listed
through October 28, 2012 and will be delisted on October 29, 2012.
The Company intends to file a Form 15 with the SEC on or about
October 29, 2012 in order to terminate the registration of the
common stock under Section 12 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and to notify the SEC of the
automatic suspension of its public reporting obligations under
Sections 13(a) and 15(d) of the Exchange Act.
As previously announced, Fidelity National Financial, Inc.
(“Fidelity”), through its indirect, wholly owned subsidiary, New
Athena Merger Sub, Inc. (“Merger Sub”), acquired approximately
90.5% of the outstanding shares of the Company’s common stock, on a
fully diluted basis, following the successful completion of a
tender offer (the “Tender Offer”) for all of the outstanding shares
of common stock and Fidelity’s exercise of its option to purchase
newly issued shares of common stock directly from the Company.
Pursuant to the previously disclosed Amended and Restated Agreement
and Plan of Merger dated as of July 30, 2012 among Fidelity, the
Company, Merger Sub, and certain affiliates of Fidelity, as amended
by that First Amendment to the Amended and Restated Merger
Agreement dated as of September 5, 2012, Fidelity intends to
complete its acquisition of the Company by effecting a short-form
merger (the “Merger”) on or about October 29, 2012 in accordance
with the provisions of the Tennessee Business Corporation Act.
Pursuant to the Merger, Merger Sub will merge with and into the
Company, with the Company continuing as the surviving corporation.
Each share of the Company’s common stock outstanding immediately
prior to the effective time of the Merger (other than shares held
by Fidelity or any subsidiary of Fidelity, including Merger Sub,
which shares will be cancelled without any conversion) will, at the
effective time of the Merger, be converted into the right to
receive $14.50 per share net to the shareholder in cash, without
interest and less any required withholding taxes. As a result of
the Merger, the Company will become an indirect, wholly owned
subsidiary of Fidelity and a trading market for the Company’s
common stock will no longer exist. Additionally, upon the
delisting, the Company will qualify to terminate the registration
of its common stock under Section 12 of the Exchange Act and exit
the SEC periodic reporting system. The common stock will not be
listed or registered on another national securities exchange or for
quotation in a quotation medium.
As of the date of the filing of the Form 15, the Company’s
obligation to file certain reports under the Exchange Act,
including Forms 10-K, 10-Q and 8-K, will be immediately suspended,
and other filing requirements will terminate upon the effectiveness
of the deregistration, which should occur 90 days after the filing
of the Form 15.
About J. Alexander’s Corporation
J. Alexander’s Corporation 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’s 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 or 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.
J. Alexander’s Corporation is headquartered in Nashville,
Tennessee.
Forward Looking
Statements
This press release contains forward-looking statements relating
to the acquisition of J. Alexander’s Corporation by Fidelity
National Financial, Inc. and its affiliates. These statements are
forward-looking statements for purposes of the safe harbor
provisions under the Private Securities Litigation Reform Act of
1995. The actual results of the transaction could vary materially
as a result of a number of factors, including: unexpected delays or
impediments to the merger of the Company and Merger Sub; the
effects of disruptions from the transaction; the risk of
shareholder litigation in connection with the transaction and any
related significant costs of defense, indemnification and
liability; 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 set
forth in the reports that the Company files from time to time with
the Securities and Exchange Commission, including the annual report
on Form 10-K for the fiscal year ended January 1, 2012 and
quarterly and current reports on Form 10-Q and 8-K, as well as the
solicitation/recommendation statement on Schedule 14D-9 filed by
the Company, together with any amendments or supplements thereof.
These forward-looking statements reflect the Company’s expectations
as of the date of this press release. The Company undertakes no
obligation to update the information provided herein.
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