Aug. 6, 2012
/PRNewswire/ -- Fidelity National Financial, Inc. (NYSE:FNF), a leading provider of title insurance, mortgage services and restaurant and diversified services, today announced the commencement of an all cash tender offer through its indirect wholly-owned subsidiary, New Athena Merger Sub, Inc. ("New Athena"), for all of the outstanding shares of common stock of J. Alexander's Corporation ("J. Alexander's") (NASDAQ:JAX) for
per share, net to the seller in cash, without interest and less any required withholding taxes. The tender offer is being made pursuant to an Offer to Purchase, dated
August 6, 2012
, and in connection with the previously announced Amended and Restated Agreement and Plan of Merger, dated
July 30, 2012
, among FNF, Fidelity Newport Holdings, LLC (for the limited purposes set forth therein), American Blue Ribbon Holdings, Inc. (for the limited purposes set forth therein), Athena Merger Sub, Inc. (for the limited purposes set forth therein), New Athena and J. Alexander's.
The tender offer is scheduled to expire at
New York City
Wednesday, September 5, 2012
, unless the tender offer is extended. 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
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.
Today, FNF will file with the U.S. Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule TO, containing the Offer to Purchase, form of Letter of Transmittal and related tender offer documents, setting forth in detail the terms and conditions of the tender offer. J. Alexander's will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of the J. Alexander's Board of Directors that J. Alexander's shareholders accept the tender offer and tender their shares to FNF pursuant to the tender offer. As previously disclosed, the J. Alexander's Board of Directors has unanimously approved the transactions.