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As previously announced, J. Alexander’s Corporation (NASDAQ: JAX) has 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.
“We are enthusiastic about the transaction, which we believe provides significant benefits for our shareholders,” Lonnie J. Stout II, Chairman, President and Chief Executive Officer of J. Alexander’s Corporation, said. “It rewards them with a cash premium for their existing shares and offers them participation in the future business prospects of a much larger combined operation with the backing of FNF.”
As described in the Form 8-K filed by the Company on June 28, 2012, the shareholders of J. Alexander’s Corporation may elect to receive $12 in cash or a combination of $3 cash and one share of ABRH Class A common stock, for each share of the Company’s common stock they own, subject to proration in the event that the stock portion is over- or under-subscribed. Following the transaction, former shareholders of J. Alexander’s will hold shares of ABRH Class A common stock representing an aggregate 6% economic interest in the combined company’s restaurant operations, including J. Alexander’s.
Mr. Stout said that the Company is diligently proceeding with filings and other actions necessary to satisfy conditions to closing under the merger agreement, and that a registration statement on Form S-4, which will include the proxy statement of the Company containing detailed information about the proposed transaction and ABRH, will be filed with the Securities and Exchange Commission as soon as practicable, but in no event later than August 6, 2012. Shareholders are urged to read those filings carefully as soon as they become available.