Levi & Korsinsky is investigating the Board of Directors of J. Alexander’s Corp. (“J. Alexander’s” or the “Company”) (Nasdaq: JAX) for possible breaches of fiduciary duty and other violations of state law in connection with the sale of the Company to Fidelity National Financial Inc. (“Fidelity”) (NYSE: FNF).
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Under the terms of the transaction, J. Alexander’s shareholders may elect to receive either: (i) $12 in cash; or (ii) a combination of $3 in cash and one share of Class A common stock of American Blue Ribbon Holdings Inc. (“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 for each share of stock they own. J. Alexander’s then will merge with a unit of ABRH, a newly-formed subsidiary of Fidelity. However, following the transaction, Fidelity will hold a special class of common stock in ABRH that will entitle Fidelity to at least 50.1% of the voting power of ABRH so long as FNF retains only a 40% or more economic interest in the combined restaurant operations.
The investigation concerns whether the Company's Board breached its fiduciary duties by failing to adequately shop the Company before entering into this transaction, whether Fidelity is underpaying for J. Alexander’s shares, thus unlawfully harming J. Alexander’s stockholders, and whether this transaction is structured in the best interests of shareholders.
If you own common stock in J. Alexander’s and wish to obtain additional information, please contact Joseph E. Levi, Esq. either via email at
or by telephone at (212) 363-7500, toll-free: (877) 363-5972, or
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