J. Alexander’s Holdings, Inc. (NYSE: JAX) (“J. Alexander’s”)
today announced that it has filed definitive proxy materials and
has scheduled a special meeting of shareholders for January 30,
2018 in connection with J. Alexander’s previously announced
acquisition of Ninety Nine Restaurant & Pub (“99
Restaurants”).
J. Alexander’s special meeting of shareholders will be held on
January 30, 2018 at 2:00 p.m. Central Time, at the Loews Vanderbilt
Hotel, 2100 West End Avenue, Nashville, Tennessee, 37203. The
meeting is being held to seek shareholder approval of the merger
agreement and the transactions contemplated thereby. Holders of J.
Alexander’s common stock of record as of the close of business on
December 19, 2017 will be entitled to vote at the meeting.
The J. Alexander’s Board of Directors believes this transaction
will create attractive value for, and is in the best interest of,
all shareholders, for reasons including:
- The transaction is expected to be
accretive to J. Alexander’s earnings per share.
- The acquisition presents opportunities
for synergies and management estimates that potential synergies
could have an annual positive impact on pre-tax income of $1.5
million to $2.0 million.
- The combination with 99 Restaurants
will help J. Alexander’s achieve more rapid growth and increase the
scale of operations.
J. Alexander’s Board recommends that shareholders vote
“FOR” this transaction on the WHITE proxy card.
Stephens Inc. has provided a fairness opinion. Bass, Berry &
Sims PLC is serving as legal advisor to J. Alexander’s.
About J. Alexander’s
J. Alexander’s Holdings, Inc. is a collection of boutique
restaurants that focus on providing high quality food, outstanding
professional service and an attractive ambiance. The company
presently owns and operates the following concepts: J. Alexander’s,
Redlands Grill, Stoney River Steakhouse and Grill and Lyndhurst
Grill. J. Alexander’s Holdings, Inc. has its headquarters in
Nashville, Tennessee. To learn more about J. Alexander’s, please
visit www.jalexandersholdings.com.
FORWARD-LOOKING STATEMENTS
In connection with the safe harbor established under the Private
Securities Litigation Reform Act of 1995, J. Alexander’s cautions
that certain information contained or incorporated by reference in
this report and our other filings with the Securities and Exchange
Commission, in our press releases and in statements made by or with
the approval of authorized personnel is forward-looking information
that involves risks, uncertainties and other factors that could
cause actual results to differ materially from those expressed or
implied by the forward-looking statements contained herein.
Forward-looking statements discuss our current expectations and
projections relating to our financial conditions, results of
operations, plans, objectives, future performance and business.
Forward-looking statements are typically identified by words or
phrases such as “may,” “will,” “would,” “can,” “should,” “likely,”
“anticipate,” “potential,” “estimate,” “pro forma,” “continue,”
“expect,” “project,” “intend,” “seek,” “plan,” “believe,” “target,”
“outlook,” “forecast,” the negatives thereof and other words and
terms of similar meaning in connection with any discussion of the
timing or nature of future operating or financial performance or
other events. Forward-looking statements include all statements
that do not relate solely to historical or current facts, including
statements regarding our expectations, intentions or strategies and
regarding the future. J. Alexander’s disclaims any intent or
obligation to update these forward-looking statements.
Important factors that could cause actual results to differ
materially from those expressed or implied by the forward-looking
statements include, among other things: uncertainties as to whether
the requisite approvals of J. Alexander’s shareholders will be
obtained; the risk of shareholder litigation in connection with the
transaction and any related significant costs of defense,
indemnification and liability; the possibility that competing
offers will be made; the possibility that various closing
conditions for the transaction may not be satisfied or waived; the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement, including
circumstances that may give rise to the payment of a termination
fee by J. Alexander’s; the effects of disruptions to respective
business operations of J. Alexander’s or 99 Restaurants resulting
from the transactions, including the ability of the combined
company to retain and hire key personnel and maintain relationships
with suppliers and other business partners; the risks associated
with the future performance of the 99 Restaurants business; the
risks of integration of the 99 Restaurants business and the
possibility that costs or difficulties related to such integration
of the 99 Restaurants business and J. Alexander’s will be greater
than expected; the possibility that the anticipated benefits and
synergies from the proposed transaction cannot be fully realized or
may take longer to realize than expected; the risk associated with
the determination of estimated 2018 combined Adjusted EBITDA
figures, which are only estimates and are subject to change because
of purchase accounting entries, and other factors. Further, the 99
Restaurants business and the businesses of J. Alexander’s remain
subject to a number of general risks and other factors that may
cause actual results to differ materially. There can be no
assurance that the proposed transactions will in fact be
consummated.
The statements and assumptions included in statements made by or
with the approval of authorized personnel of J. Alexander’s that
relate to results of the combined businesses in 2018 and future
years assume the accuracy of projections relating to the financial
condition and future operating results of 99 Restaurants and J.
Alexander’s.
Additional information about these and other material factors or
assumptions underlying such forward looking statements are set
forth in the reports that J. Alexander’s files from time to time
with the SEC, including those items listed under the “Risk Factors”
heading in Item 1.A of J. Alexander’s Annual Report on Form 10-K
for the year ended January 1, 2017. These forward-looking
statements reflect J. Alexander’s expectations as of the date of
this communication. J. Alexander’s disclaims any intent or
obligation to update these forward -looking statements for any
reason, even if new information becomes available or other events
occur in the future, except as may be required by law.
ADDITIONAL INFORMATION FOR SHAREHOLDERS
In connection with the proposed merger, J. Alexander’s has filed
with the SEC a definitive proxy statement of J. Alexander’s on
Schedule 14A on December 21, 2017, which will be mailed to J.
Alexander’s shareholders on or about December 22, 2017.
SHAREHOLDERS OF J. ALEXANDER’S ARE URGED TO READ THE PROXY
STATEMENT REGARDING THE PROPOSED MERGER AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy
of the proxy statement and other filings containing information
about J. Alexander’s at the SEC’s website at www.sec.gov. The
definitive proxy statement and the other filings may also be
obtained free of charge at J. Alexander’s website at
www.jalexandersholdings.com under the tab “Investors,” and then
under the tab “SEC Filings.”
PARTICIPANTS IN THE SOLICITATION
J. Alexander’s and certain of its directors and executive
officers, under the SEC’s rules, may be deemed to be participants
in the solicitation of proxies of J. Alexander’s shareholders in
connection with the proposed merger. Information about the
directors and executive officers of J. Alexander’s and their
ownership of J. Alexander’s common stock is set forth in the proxy
statement for J. Alexander’s 2017 annual meeting of shareholders,
as filed with the SEC on Schedule 14A on April 11, 2017, as well as
in the definitive proxy statement regarding the proposed merger.
Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction is also included in the definitive proxy statement
regarding the proposed merger. Free copies of this document may be
obtained as described in the preceding paragraphs.
NO OFFERS OR SOLICITATIONS
This announcement is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy any securities or the solicitation of
any vote in any jurisdiction pursuant to the proposed transaction
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20171221006067/en/
J. Alexander’s Holdings, Inc.Mark A. Parkey, 615-269-1900orSard
Verbinnen & CoPatrick Scanlan/Danya Al-Qattan212-687-8080
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