Fidelity National Financial, Inc. And J. Alexander’s Corporation Announce 73.8% Of Shares Tendered In Support Of FNF Tender Offer Giving FNF Control; Announce Subsequent Offering Period To Acquire Remaining Shares
Fidelity National Financial, Inc. (NYSE:FNF), a leading provider of title insurance, mortgage services and restaurant and other diversified services, and J. Alexander’s Corporation (NASDAQ:JAX) (“J. Alexander’s”) today announced the preliminary results of a tender offer through FNF’s indirect, wholly-owned subsidiary, New Athena Merger Sub, Inc. (“Purchaser”), for all outstanding common stock of J. Alexander’s.
The tender offer and withdrawal rights expired at 5:00 P.M., New York City time, on Wednesday, September 19, 2012. According to the depositary for the tender offer, approximately 4,451,627 shares (excluding approximately 321,133 shares subject to guarantees of delivery) were validly tendered and not withdrawn as of the expiration time. This represents approximately 73.8 percent of J. Alexander’s outstanding shares of common stock on a fully diluted basis, giving FNF control of J. Alexander’s. The Purchaser has accepted all shares that were validly tendered and not properly withdrawn and will promptly pay for such shares at the tender offer price of $14.50 per share, net to the seller in cash, without interest and less any required withholding taxes.
In response to the completion of the tender offer, Lonnie J. Stout II, President and Chief Executive Officer of J. Alexander’s, stated, “We are pleased with the successful completion of the first step of the transaction with FNF and believe it represents a significant achievement for our shareholders by maximizing value and providing them with a substantial cash premium for their shares. We look forward to a successful merger closing.”
“We are happy to welcome J. Alexander's and its employees to the FNF family,” said FNF CEO George P. Scanlon. “J. Alexander's has a strong reputation for providing great service and a high quality dining experience to its guests, and will enhance the growth of our upscale casual concepts at American Blue Ribbon Holdings.”FNF and J. Alexander’s also announced today that the Purchaser is commencing a subsequent offering period to acquire the remaining untendered shares of J. Alexander’s common stock. The subsequent offering period will expire at 5:00 p.m., New York City time, on Wednesday, September 26, 2012, unless extended. During this subsequent offering period, holders of shares of J. Alexander’s common stock who did not previously tender their shares into the initial tender offer may do so, and the Purchaser will immediately accept and promptly pay for any shares properly tendered, for the same $14.50 per share, net to the seller in cash, without interest and less any applicable withholding taxes, that is payable to stockholders who tendered their shares during the initial offering period of the tender offer.
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