Egan Jones Recommends J. Alexander’s
Shareholders Vote “FOR” this Transaction
J. Alexander’s Strongly Disagrees with
Recommendations from ISS and Glass Lewis
Company Recommends Shareholders Vote “FOR” the
Transaction on the White Proxy Card
J. Alexander’s Holdings, Inc. (NYSE: JAX) (“J. Alexander’s”)
today issued the following statement in response to reports by
proxy advisory firms Institutional Shareholder Services (“ISS”) and
Glass Lewis & Co. (“Glass Lewis”) regarding the previously
announced acquisition of Ninety Nine Restaurant & Pub (“99
Restaurants”). J. Alexander’s strongly disagrees with both firms’
recommendations, which do not give weight to the highly negotiated
favorable terms that were achieved by J. Alexander’s when
considering the acquisition of 99 Restaurants. J. Alexander’s urges
all shareholders to vote “FOR” this transaction on the white
proxy card before January 30, 2018.
“We strongly disagree with the ISS and Glass Lewis
recommendations regarding our acquisition of 99 Restaurants. Both
recommendations surprisingly ignore the actions by the J.
Alexander’s Board of Directors to establish an equitable process
for the transaction, including specific negotiations for the
transaction to be approved by disinterested shareholders. While we
believe that ISS did not properly weigh the value creation
opportunities of the proposed transaction, we were pleased Glass
Lewis recognized the significant benefits J. Alexander’s
shareholders would see with the acquisition of 99 Restaurants.”
“The J. Alexander’s Board and management team have worked
diligently to identify and execute opportunities to drive growth
and value for our shareholders and we are confident that the
proposed transaction with 99 Restaurants represents a significant
opportunity to do so. Thus, while we disagree with the conclusions
of the ISS and Glass Lewis reports, we were pleased that Glass
Lewis’ key analysis reflected the value that this transaction
provides for J. Alexander’s shareholders:
- ‘Strategically, the proposed
transaction would create a larger and more diversified restaurant
holding company, combining the Ninety Nine Restaurant & Pub
chain operated by 99 Restaurants with JAX portfolio of upscale
casual-dining restaurants.’
- ‘We expect the greater size of the
combined company would provide opportunities to achieve economies
of scale and note that the Company expects to achieve annual
pre-tax cost savings of $1.5 million to $2.0 million, including
through the consolidation of back-office functions.’
- ‘Broadly speaking, we expect
shareholders could benefit from the greater scale and
diversification of the combined organization and from opportunities
to achieve synergies projected by management.’
“We were gratified that Egan-Jones Proxy Services (“Egan
Jones”), a proxy advisory firm and competitor to ISS and Glass
Lewis, reviewed the same facts as its competitors and came to
recommend a vote “FOR” this transaction. We believe that
shareholders who conduct their own thoughtful analysis will arrive
at the same conclusion.”
“We continue to believe this acquisition will create attractive
value for, and is in the best interest of, all shareholders. The
transaction is expected to be accretive to J. Alexander’s earnings
per share and present meaningful opportunities for cost synergies,
which, if achieved, will drive further accretion.”
J. Alexander’s Board recommends that shareholders vote
“FOR” this transaction on the WHITE proxy card. To
learn more about the transaction, please visit
www.jalexandersand99.com.
If shareholders have questions, or need assistance in voting
shares, please call: Georgeson LLC, (866) 432-2791.
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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
In connection with the safe harbor established under the Private
Securities Litigation Reform Act of 1995, J. Alexander’s Holdings,
Inc. (the “Company,” “J. Alexander’s” or “JAX”) cautions that
certain information contained or incorporated by reference in this
document and its filings with the Securities and Exchange
Commission (the “SEC”), in its 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 the Company’s
current expectations and projections relating to our financial
condition, 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 the Company’s
expectations, intentions or strategies and regarding the future.
The Company 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: the fact that certain
directors and executive officers of the Company and 99 Restaurants,
LLC (“99 Restaurants”) may have interests in the transactions that
are different from, or in addition to, the interests of the
Company’s shareholders generally; uncertainties as to whether the
requisite approvals of the Company’s shareholders will be obtained;
the risk of shareholder litigation in connection with the
transactions 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 transactions 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 the Company; the effects of disruptions to respective
business operations of the Company 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 business of 99 Restaurants; the risks
of integration of the business of 99 Restaurants and the
possibility that costs or difficulties related to such integration
of the business of 99 Restaurants will be greater than expected;
the risk that the Company may not be able to obtain borrowing
pursuant to an amendment of its existing credit facility on
favorable terms, or at all, in order to repay the debt assumed in
connection with the consummation of the transactions; the
possibility that the anticipated benefits and synergies from the
proposed transactions cannot be fully realized or may take longer
to realize than expected; the fact that the Company has incurred
and will continue to incur substantial transaction-related costs;
and the fact that the transactions will dilute the Company’s
economic interest in certain operating subsidiaries of the Company,
and any increase in total revenue, income and cash flows of such
operating subsidiaries as a result of the transactions may not
outweigh such dilution. Further, the business of 99 Restaurants and
the business of the Company 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.
Additional information about these and other material factors or
assumptions underlying such forward looking statements are set
forth in the reports that the Company files from time to time with
the SEC, including those items listed under the “Risk Factors”
heading in Item 1.A of the Company’s Annual Report on Form 10-K for
the year ended January 1, 2017, and in its subsequent Quarterly
Reports on Form 10-Q, including for the quarters ended October 1,
2017, July 2, 2017, and April 2, 2017. The foregoing list of risk
factors is not exhaustive. These risks, as well as other risks
associated with the contemplated transactions, are more fully
discussed in the definitive proxy statement filed with the SEC on
December 21, 2017. These forward-looking statements reflect the
Company’s expectations as of the date of this communication. The
Company 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.
The Company cautions shareholders and other interested parties
that certain statements and assumptions included in this document
include, make reference to, or otherwise rely on historical results
of financial operations and projected financial information of 99
Restaurants as reported to us by 99 Restaurant’s management team
without our independent verification.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed merger, the Company has filed
with the SEC a definitive proxy statement on Schedule 14A on
December 21, 2017, which has been mailed to the Company’s
shareholders on or about December 22, 2017. SHAREHOLDERS OF THE
COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND
ACCOMPANYING WHITE PROXY CARD 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 the Company 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 the Company’s “Investor
Relations” website at investor.jalexandersholdings.com under the
tab “More” and then under the tab “SEC Filings.”
PARTICIPANTS IN THE SOLICITATION
The Company and certain of its respective directors and
executive officers, under the SEC’s rules, may be deemed to be
participants in the solicitation of proxies of the Company’s
shareholders in connection with the proposed merger. Information
about the directors and executive officers of the Company and their
ownership of Company common stock is set forth in the proxy
statement for the Company’s 2017 annual meeting of shareholders, as
filed with the SEC on Schedule 14A on April 11, 2017, and the
definitive proxy statement for the Company’s meeting of
shareholders to vote on the proposed merger, as filed with the SEC
on December 21, 2017. Additional information regarding the
interests of those participants and other persons who may be deemed
participants in the transactions are included in the
above-referenced definitive proxy statement regarding the proposed
merger. Free copies of these documents may be obtained as described
in the preceding paragraph.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20180122005593/en/
J. Alexander’s Holdings, Inc.Mark A. Parkey, 615-269-1900orSard
Verbinnen & CoPatrick Scanlan/Danya Al-Qattan, 212-687-8080
J Alexanders (NYSE:JAX)
Historical Stock Chart
From Sep 2024 to Oct 2024
J Alexanders (NYSE:JAX)
Historical Stock Chart
From Oct 2023 to Oct 2024