To the extent required, the information included in Item 7.01 in this Current Report on
Form 8-K is incorporated into this Item 8.01.
Forward-Looking Statements
In connection with the safe harbor established under the Private Securities Litigation Reform Act of 1995, J. Alexanders cautions that certain
information contained or incorporated by reference in this report and our other filings with the SEC, 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.
Alexanders 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. Alexanders 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.
Alexanders; the effects of disruptions to respective business operations of J. Alexanders or 99 Restaurants resulting from the transactions, including the ability of the
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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. Alexanders 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. Alexanders 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. Alexanders 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. Alexanders.
Additional information about these and other material factors or
assumptions underlying such forward looking statements are set forth in the reports that J. Alexanders files from time to time with the SEC, including those items listed under the Risk Factors heading in Item 1.A of J.
Alexanders Annual Report on Form
10-K
for the year ended January 1, 2017. These forward-looking statements reflect J. Alexanders expectations as of the date of this communication. J.
Alexanders 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. Alexanders has filed with the SEC a definitive proxy statement of J. Alexanders on Schedule 14A on December 21, 2017, which will be mailed to J. Alexanders shareholders on or about
December 22, 2017. SHAREHOLDERS OF J. ALEXANDERS 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. Alexanders at the SECs website at www.sec.gov. The definitive proxy
statement and the other filings may also be obtained free of charge at J. Alexanders website at www.jalexandersholdings.com under the tab Investors, and then under the tab SEC Filings.
Participants in the Solicitation
J. Alexanders and
certain of its directors and executive officers, under the SECs rules, may be deemed to be participants in the solicitation of proxies of J. Alexanders shareholders in connection with the proposed merger. Information about the directors
and executive officers of J. Alexanders and their ownership of J. Alexanders common stock is set forth in the proxy statement for J. Alexanders 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.
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