Merger Agreement Amended; Tender Offer
On July 31, 2012, J. Alexander’s Corporation announced that it had entered into an amended and restated merger agreement with Fidelity National Financial, Inc. (NYSE: FNF) whereby FNF has agreed to make an all cash tender offer for all of the outstanding shares of common stock of the Company for $13.00 per share in cash. 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 on a fully diluted basis and other customary closing conditions. 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. Neither the tender offer nor the merger is subject to a financing condition.
Fiscal 2012 Outlook
Commenting on the remainder of the current year, Stout said the Company expects continued improvement in restaurant operating performance based on results of recent quarters.“While we are confident in our outlook,” Stout pointed out, “we continue to be mindful of certain economic factors that could have an impact on our food costs and sales during the final half of the year. We are closely monitoring food commodity costs, particularly with regard to the impact of current drought conditions across much of the United States, which could further increase beef prices as well as other food commodities,” he added.