J. Alexander’s Corporation (NASDAQ: JAX), today announced that on Friday, June 22, the Company entered into an agreement with Fidelity National Financial, Inc. (NYSE: FNF) to merge the Company with a subsidiary of American Blue Ribbon Holdings, Inc. (“ABRH”), a newly formed, indirect majority owned subsidiary of FNF. Immediately following the merger, J. Alexander’s will be combined with the current restaurant operations of ABRH, LLC, a restaurant operating company and an indirect majority owned subsidiary of FNF. Following the transaction, the combined restaurant operating company will own and operate over 700 restaurants in 43 states under seven different restaurant concepts with total combined annual revenue of approximately $1.5 billion.
The shareholders of J. Alexander’s Corporation may elect to receive per share $12 in cash or a combination of $3 cash and one share of ABRH Class A common stock, subject to proration at closing so that shareholders of the Company will receive a total of 49.9% of the shares in ABRH. Following the transactions, existing shareholders of the Company receiving shares will own in total a 6% economic interest in the combined restaurant operations, including J. Alexander’s. An approximate total of 2.99 million Class A common shares in ABRH will be issued to shareholders of the Company receiving the cash and stock election. When issued, these shares will be listed for trading on Nasdaq, or an equivalent national securities exchange. The remaining economic interests will be owned by FNF and other minority investors. Following the transaction, 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.
Lonnie J. Stout II, Chairman, President and Chief Executive Officer of J. Alexander’s Corporation, said that shareholders will vote on the proposed merger at a shareholders meeting to be held as soon as practicable.