Fidelity National Financial, Inc. (NYSE: FNF) and J. Alexander’s Corporation (NASDAQ: JAX) announced today that, on Monday, September 17, 2012, J. Alexander’s, FNF and the other named defendants entered into a memorandum of understanding (“MOU”) with the plaintiff and its counsel in connection with the class action lawsuit filed in Tennessee state court related to the proposed acquisition of J. Alexander’s by affiliates of FNF. The MOU reflects the parties’ agreement in principle to resolve the claims by the plaintiff against J. Alexander’s, its board of directors and FNF in connection with the tender offer and the merger agreement. Under the MOU, J. Alexander’s agreed to make certain supplemental disclosures in its Schedule 14D-9 in exchange for a release and settlement by the purported class of J. Alexander’s shareholders of all claims against J. Alexander’s, its board of directors, FNF and their respective affiliates and agents. J. Alexander’s filed its supplemental disclosures with the Securities and Exchange Commission (“SEC”) on September 17, 2012. FNF also filed corresponding supplemental disclosures with the SEC on that date.
FNF and J. Alexander’s are parties to an Amended and Restated Agreement and Plan of Merger, dated July 30, 2012, by and among J. Alexander’s, FNF, and certain affiliates of FNF, which was amended on September 5, 2012 to increase the offer price from $13.00 per share to $14.50 per share.
Lonnie J. Stout II, Chairman, President and Chief Executive Officer, said the Company’s board continues to recommend that J. Alexander’s shareholders tender their shares into FNF’s tender offer and confirmed that no additional offers have been received since J. Alexander’s announced FNF’s revised offer at $14.50.
“FNF’s offer at $14.50 per share represents the highest price and best proposal received by J. Alexander’s. J. Alexander’s board of directors believes that FNF’s revised tender offer is in the best interest of all J. Alexander’s shareholders.” The recommendation was included in the amendment to J. Alexander’s solicitation/recommendation statement on Schedule 14D-9.
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