Sept. 27, 2012
/PRNewswire/ -- Fidelity National Financial, Inc. (NYSE:FNF), a leading provider of title insurance, mortgage services and restaurant and diversified services, today announced the successful completion of the subsequent offering period relating to the tender offer through its wholly-owned subsidiary, New Athena Merger Sub, Inc. ("Purchaser"), for all outstanding common stock of J. Alexander's (NASDAQ:JAX) ("J. Alexander's").
The subsequent offering period expired at
New York City
Wednesday, September 26
, 2012. According to the depositary for the tender offer and J. Alexander's transfer agent, after acquiring all shares validly tendered during the subsequent offering period and the shares issued pursuant to the top-up option, Purchaser owns approximately 6,703,418 shares, representing approximately 90.5 percent of J. Alexander's outstanding shares of common stock on a fully diluted basis.
As a result of Purchaser's purchase of shares in the tender offer and the exercise of the top-up option, it will be able to approve the merger without the affirmative vote of any other J. Alexander's stockholder. After a one-month waiting period required under the Tennessee Business Corporation Act, 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. Following the merger, J. Alexander's will become an indirect, wholly-owned subsidiary of FNF. 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 treasury of J. Alexander's or by Purchaser) will be converted into the right to receive the same
in cash per share, without interest and less any applicable withholding taxes, that was paid in the tender offer.
Following the merger, J. Alexander's common stock will cease to be traded on NASDAQ.