J. Alexander’s Announces Intent To Voluntarily Delist From NASDAQ Global Market
J. Alexander’s Corporation (NASDAQ:JAX) (“J. Alexander’s” or the “Company”) announced today that it has submitted written notice to the NASDAQ Global Market (“NASDAQ”) of its intention to voluntarily delist its common stock, par value $.05 per share, with associated Series A Junior Preferred Stock Purchase Rights, from NASDAQ. The Company intends to file a Form 25 with the Securities and Exchange Commission (the “SEC”) on October 19, 2012 to delist its common stock. The common stock will continue to be listed through October 28, 2012 and will be delisted on October 29, 2012. The Company intends to file a Form 15 with the SEC on or about October 29, 2012 in order to terminate the registration of the common stock under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to notify the SEC of the automatic suspension of its public reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.
As previously announced, Fidelity National Financial, Inc. (“Fidelity”), through its indirect, wholly owned subsidiary, New Athena Merger Sub, Inc. (“Merger Sub”), acquired approximately 90.5% of the outstanding shares of the Company’s common stock, on a fully diluted basis, following the successful completion of a tender offer (the “Tender Offer”) for all of the outstanding shares of common stock and Fidelity’s exercise of its option to purchase newly issued shares of common stock directly from the Company. Pursuant to the previously disclosed Amended and Restated Agreement and Plan of Merger dated as of July 30, 2012 among Fidelity, the Company, Merger Sub, and certain affiliates of Fidelity, as amended by that First Amendment to the Amended and Restated Merger Agreement dated as of September 5, 2012, Fidelity intends to complete its acquisition of the Company by effecting a short-form merger (the “Merger”) on or about October 29, 2012 in accordance with the provisions of the Tennessee Business Corporation Act. Pursuant to the Merger, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation. Each share of the Company’s common stock outstanding immediately prior to the effective time of the Merger (other than shares held by Fidelity or any subsidiary of Fidelity, including Merger Sub, which shares will be cancelled without any conversion) will, at the effective time of the Merger, be converted into the right to receive $14.50 per share net to the shareholder in cash, without interest and less any required withholding taxes. As a result of the Merger, the Company will become an indirect, wholly owned subsidiary of Fidelity and a trading market for the Company’s common stock will no longer exist. Additionally, upon the delisting, the Company will qualify to terminate the registration of its common stock under Section 12 of the Exchange Act and exit the SEC periodic reporting system. The common stock will not be listed or registered on another national securities exchange or for quotation in a quotation medium.
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