“We believe this transaction will provide significant benefits for our shareholders,” Stout said. “It not only rewards them with a cash premium for their existing shares, it offers them participation in the future business prospects of a much larger entity. We think that FNF’s track record, experience and commitment to creating shareholder value will be a great benefit for our shareholders going forward.”
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 Holdings’ existing restaurant concepts.”
In addition to approval by J. Alexander’s Corporation 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 to be issued to shareholders of the Company 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.
Under the terms of the agreement, J. Alexander’s Corporation may solicit superior proposals from third parties during the 30 calendar days following execution of the agreement continuing through July 22, 2012. There can be no assurance that this process will result in a superior proposal, and the Company presently does not intend to discuss any developments with regard to this process unless the Company’s Board of Directors makes a decision with respect to a potential superior proposal. Cary Street Partners LLC is acting as financial adviser to J. Alexander’s.FNF, based in Jacksonville, Florida, is a leading FORTUNE 500 company with subsidiaries engaged in title insurance, mortgage services, restaurants and other diversified services. FNF presently owns approximately 55% of ABRH, LLC, whose restaurant operating concepts include 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.