June 28, 2012
/PRNewswire/ -- Privet Fund LP ("Privet"), member of The Committee to Strengthen J. Alexander's (the "Committee"), a group that collectively holds over 10% of the common stock of J. Alexander's Corporation ("J. Alexander's" or the "Company") (NASDAQ: JAX) announced today that it has delivered a letter to the independent members of the Company's Board of Directors to inform them of Privet's dissatisfaction with the Company's proposed merger with a subsidiary of Fidelity National Financial. In the letter, Privet expresses its belief that the proposed transaction materially undervalues the Company and voices concern over whether the Company and its advisors conducted a thorough process in a legitimate attempt to maximize shareholder value. Privet further states it is confident that the current offer, in which shareholders are to receive a mix of cash and newly issued stock in a controlled company, is extremely unpalatable to the current owners of J. Alexander's.
The full text of Privet's letter is shown below:
June 28, 2012
E. Townes Duncan
Brenda B. Rector
Joseph N. Steakley
J. Alexander's Corporation3401 West End Avenue, Suite 260
Dear Independent Directors of J. Alexander's Corporation,
As you are aware, Privet Fund Management LLC (together with its affiliates, "Privet" or "we") collectively holds voting and dispositive power over 600,956 shares of J. Alexander's Corp. ("J. Alexander's" or the "Company"), or roughly 10.02% of the common shares outstanding. We are writing to inform you of our dissatisfaction with the proposed "merger" with American Blue Ribbon Holdings, Inc. ("ABRH"), a subsidiary of Fidelity National Financial, Inc. ("Fidelity").
We have seen no evidence that a widespread and thorough process was conducted by the Company or its investment bankers. This was not the market-clearing price as determined by a robust auction with competitive bidding. This was a limited outreach to a buyer capable of fulfilling the needs of a desperate and conflicted CEO. This transaction was not conceived to deliver value to shareholders. In fact, the intention was quite the opposite. It was to escape the unwelcome scrutiny of each of the decisions you have collectively made throughout the duration of your tenure. It is certainly more appealing to exit a Company through a transaction than be exposed as an ineffectual steward of shareholder capital.