Procedures for tendering shares during the subsequent offering period are the same as during the initial offering period, with two exceptions: (i) shares cannot be delivered by the guaranteed delivery procedure and (ii) shares validly tendered during the subsequent offering period will be accepted for payment on a daily “as tendered” basis and, accordingly, may not be withdrawn. FNF and the Purchaser reserve the right to extend the subsequent offering period in accordance with applicable law.
Following the subsequent offering period, as may be extended, and any exercise of the top up option provided in the merger agreement, if the Purchaser has acquired at least 90 percent of the shares of J. Alexander’s common stock then outstanding, the Purchaser intends to merge with and into J. Alexander’s in accordance with the “short-form” merger and other applicable provisions of the Tennessee Business Corporation Act. If the Purchaser is not able to consummate a “short-form” merger, it intends to seek approval of the merger by a vote of J. Alexander’s stockholders at a duly held special meeting that is expected to be scheduled during the fourth quarter of 2012. As a result of the Purchaser’s purchase of shares tendered in the initial offering period, it will be able to approve the merger without the affirmative vote of any other J. Alexander’s stockholder at the meeting.
As a result of the merger, any shares of J. Alexander’s common stock not tendered will be cancelled and (except for shares held in the treasury of J. Alexander’s or by FNF or the Purchaser, or shares for which appraisal rights are properly demanded) will be converted into the right to receive the same $14.50 in cash per share, 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. Accordingly, all J. Alexander’s stockholders will receive the same $14.50 cash consideration per share whether they tender their shares during the subsequent offering period or not, but those who tender their shares during the subsequent offering period will receive the consideration sooner than stockholders who wait for the merger to be consummated.