June 25, 2012
/PRNewswire/ -- Fidelity National Financial, Inc. (NYSE: FNF), a leading provider of title insurance, mortgage services and diversified services, today announced the signing of a definitive agreement to merge J. Alexander's Corporation (NASDAQ: JAX) with a subsidiary of American Blue Ribbon Holdings, Inc. ("ABRH"), a newly formed, majority owned subsidiary of FNF, in a transaction which values the equity of J. Alexander's at approximately
. Immediately after the merger, J. Alexander's will be combined with the current restaurant operations of ABRH, LLC ("American Blue Ribbon"), a majority-owned restaurant operating subsidiary of FNF with total annual revenue of approximately
. American Blue Ribbon owns and operates 674 restaurants in 43 states under six different restaurant concepts, including Bakers Square, Max & Erma's, Village Inn, Stoney River Legendary Steaks, O'Charley's and Ninety Nine, as well as the APC award winning pie bakery Legendary Baking. Following the transactions, the total combined annual revenue of the restaurant operating company will be approximately
Under the merger agreement, shareholders of J. Alexander's may elect to receive per share
in cash or a combination of
in cash and one share of Class A common stock of ABRH, subject to proration at closing so that the J. Alexander's shareholders that receive stock will own a total of 49.9% of the shares in ABRH. When issued, these ABRH shares will be listed for trading on Nasdaq, and will represent an aggregate 6% economic interest in the combined restaurant operations, including J. Alexander's. The remaining economic interests in the combined restaurant operations will be owned by FNF and other minority investors. Following the transactions, FNF will hold a special class of common stock in ABRH that will entitle FNF to at least 50.1% of the voting power of ABRH so long as FNF retains at least a 40% economic interest in the combined restaurant operations.
Commenting on the announcement, FNF Chairman
William P. Foley II
, said, "J. Alexander's provides the upscale casual restaurant guest with a high quality dining experience and outstanding professional service. We are proud to add J. Alexander's to American Blue Ribbon's existing restaurant concepts."
In addition to approvals by the J. Alexander's shareholders, the consummation of the transactions is subject to conditions, including clearance under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, the listing of the Class A common stock of ABRH to be issued to shareholders of J. Alexander's on Nasdaq or an equivalent national securities exchange, and other customary closing conditions. The transaction is targeted to close in the fourth quarter of 2012, assuming satisfaction of the conditions to closing.