Fidelity National Financial, Inc. (NYSE: FNF) and J. Alexander’s Corporation (NASDAQ: JAX) announced today that they have amended their previously announced merger agreement. Under the amended agreement, FNF has agreed to make an all cash tender offer for all of the shares of J. Alexander’s for $13.00 per share in cash, valuing the equity of J. Alexander’s at approximately $78 million. FNF’s original proposal to acquire J. Alexander’s was for $12.00 per share in a combination of cash and stock.
Lonnie J. Stout II, Chairman, President and Chief Executive Officer, said the amended merger agreement has been unanimously approved by the J. Alexander’s board of directors and that the Company’s board recommends that J. Alexander’s stockholders tender their shares into FNF’s tender offer.
“The J. Alexander’s board believes that FNF’s tender offer is in the best interest of all shareholders, maximizes value for all shareholders and provides for a substantial cash premium,” Stout emphasized. A complete description of the terms of the amended merger agreement and the reasons for the J. Alexander’s board’s recommendation will be provided in a solicitation/recommendation statement on Schedule 14D-9, which J. Alexander’s will file with the Securities and Exchange Commission with respect to the tender offer.
Under the terms of the amended merger agreement, FNF will commence a tender offer for all the outstanding shares of J. Alexander’s no later than August 6, 2012. The closing of the tender offer is conditioned on the tender of a number of J. Alexander’s shares that represents at least a majority of the total number of J. Alexander’s shares outstanding and other customary closing conditions. The transaction is not subject to a financing condition. Upon the completion of the tender offer, FNF will acquire all remaining shares of J. Alexander’s through a second-step merger that will result in all shares not tendered in the tender offer being converted into the right to receive $13.00 per share in cash, the same consideration per share as paid in the tender offer. The merger transaction is expected to close in the fourth quarter of 2012, assuming execution of the tender offer process and satisfaction of the conditions to closing.
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