Fidelity National Financial, Inc. (NYSE: FNF) and J. Alexander’s Corporation (NASDAQ: JAX) announced today an amendment to the Amended and Restated Agreement and Plan of Merger, dated July 30, 2012, by and among J. Alexander’s, Fidelity National Financial, Inc. and certain affiliates of FNF. Pursuant to the amendment, FNF agreed to increase its offer price from $13.00 per share to $14.50 per share and will extend the offer for at least 10 business days until September 19, 2012. In connection with the increased offer, J. Alexander’s agreed to increase the termination fee payable by J. Alexander’s to FNF in certain circumstances under the merger agreement from $2,159,725 to $3,800,000.
Lonnie J. Stout II, Chairman, President and Chief Executive Officer, said the amendment to the 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 shareholders tender their shares into FNF’s tender offer.
“The J. Alexander’s board of directors believes that FNF’s revised tender offer is in the best interest of all J. Alexander’s shareholders and is pleased with the successful completion of the negotiation process with FNF,” Stout stated. A complete description of the terms of the amendment to the merger agreement will be provided in an amendment to J. Alexander’s solicitation/recommendation statement on Schedule 14D-9, which J. Alexander’s will file with the Securities and Exchange Commission.
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 $14.50 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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