J. Alexander’s Holdings, Inc. (NYSE: JAX) (“J. Alexander’s”) today
announced that it has filed definitive proxy materials and has scheduled
a special meeting of shareholders for January 30, 2018 in connection
with J. Alexander’s previously announced acquisition of Ninety Nine
Restaurant & Pub (“99 Restaurants”).
J. Alexander’s special meeting of shareholders will be held on January
30, 2018 at 2:00 p.m. Central Time, at the Loews Vanderbilt Hotel, 2100
West End Avenue, Nashville, Tennessee, 37203. The meeting is being held
to seek shareholder approval of the merger agreement and the
transactions contemplated thereby. Holders of J. Alexander’s common
stock of record as of the close of business on December 19, 2017 will be
entitled to vote at the meeting.
The J. Alexander’s Board of Directors believes this transaction will
create attractive value for, and is in the best interest of, all
shareholders, for reasons including:
-
The transaction is expected to be accretive to J. Alexander’s earnings
per share.
-
The acquisition presents opportunities for synergies and management
estimates that potential synergies could have an annual positive
impact on pre-tax income of $1.5 million to $2.0 million.
-
The combination with 99 Restaurants will help J. Alexander’s achieve
more rapid growth and increase the scale of operations.
J. Alexander’s Board recommends that shareholders vote “FOR” this
transaction on the WHITE proxy card.
Stephens Inc. has provided a fairness opinion. Bass, Berry & Sims PLC is
serving as legal advisor to J. Alexander’s.
About J. Alexander’s
J. Alexander’s Holdings, Inc. is a collection of boutique restaurants
that focus on providing high quality food, outstanding professional
service and an attractive ambiance. The company presently owns and
operates the following concepts: J. Alexander’s, Redlands Grill, Stoney
River Steakhouse and Grill and Lyndhurst Grill. J. Alexander’s Holdings,
Inc. has its headquarters in Nashville, Tennessee. To learn more about
J. Alexander’s, please visit www.jalexandersholdings.com.
FORWARD-LOOKING STATEMENTS
In connection with the safe harbor established under the Private
Securities Litigation Reform Act of 1995, J. Alexander’s cautions that
certain information contained or incorporated by reference in this
report and our other filings with the Securities and Exchange
Commission, in our press releases and in statements made by or with the
approval of authorized personnel is forward-looking information that
involves risks, uncertainties and other factors that could cause actual
results to differ materially from those expressed or implied by the
forward-looking statements contained herein. Forward-looking statements
discuss our current expectations and projections relating to our
financial conditions, results of operations, plans, objectives, future
performance and business. Forward-looking statements are typically
identified by words or phrases such as “may,” “will,” “would,” “can,”
“should,” “likely,” “anticipate,” “potential,” “estimate,” “pro forma,”
“continue,” “expect,” “project,” “intend,” “seek,” “plan,” “believe,”
“target,” “outlook,” “forecast,” the negatives thereof and other words
and terms of similar meaning in connection with any discussion of the
timing or nature of future operating or financial performance or other
events. Forward-looking statements include all statements that do not
relate solely to historical or current facts, including statements
regarding our expectations, intentions or strategies and regarding the
future. J. Alexander’s disclaims any intent or obligation to update
these forward-looking statements.
Important factors that could cause actual results to differ materially
from those expressed or implied by the forward-looking statements
include, among other things: uncertainties as to whether the requisite
approvals of J. Alexander’s shareholders will be obtained; the risk of
shareholder litigation in connection with the transaction and any
related significant costs of defense, indemnification and liability; the
possibility that competing offers will be made; the possibility that
various closing conditions for the transaction may not be satisfied or
waived; the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement, including
circumstances that may give rise to the payment of a termination fee by
J. Alexander’s; the effects of disruptions to respective business
operations of J. Alexander’s or 99 Restaurants resulting from the
transactions, including the ability of the combined company to retain
and hire key personnel and maintain relationships with suppliers and
other business partners; the risks associated with the future
performance of the 99 Restaurants business; the risks of integration of
the 99 Restaurants business and the possibility that costs or
difficulties related to such integration of the 99 Restaurants business
and J. Alexander’s will be greater than expected; the possibility that
the anticipated benefits and synergies from the proposed transaction
cannot be fully realized or may take longer to realize than expected;
the risk associated with the determination of estimated 2018 combined
Adjusted EBITDA figures, which are only estimates and are subject to
change because of purchase accounting entries, and other factors.
Further, the 99 Restaurants business and the businesses of J.
Alexander’s remain subject to a number of general risks and other
factors that may cause actual results to differ materially. There can be
no assurance that the proposed transactions will in fact be consummated.
The statements and assumptions included in statements made by or with
the approval of authorized personnel of J. Alexander’s that relate to
results of the combined businesses in 2018 and future years assume the
accuracy of projections relating to the financial condition and future
operating results of 99 Restaurants and J. Alexander’s.
Additional information about these and other material factors or
assumptions underlying such forward looking statements are set forth in
the reports that J. Alexander’s files from time to time with the SEC,
including those items listed under the “Risk Factors” heading in Item
1.A of J. Alexander’s Annual Report on Form 10-K for the year ended
January 1, 2017. These forward-looking statements reflect J. Alexander’s
expectations as of the date of this communication. J. Alexander’s
disclaims any intent or obligation to update these forward -looking
statements for any reason, even if new information becomes available or
other events occur in the future, except as may be required by law.
ADDITIONAL INFORMATION FOR SHAREHOLDERS
In connection with the proposed merger, J. Alexander’s has filed with
the SEC a definitive proxy statement of J. Alexander’s on Schedule 14A
on December 21, 2017, which will be mailed to J. Alexander’s
shareholders on or about December 22, 2017. SHAREHOLDERS OF J.
ALEXANDER’S ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED
MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain
a free copy of the proxy statement and other filings containing
information about J. Alexander’s at the SEC’s website at www.sec.gov.
The definitive proxy statement and the other filings may also be
obtained free of charge at J. Alexander’s website at www.jalexandersholdings.com
under the tab “Investors,” and then under the tab “SEC Filings.”
PARTICIPANTS IN THE SOLICITATION
J. Alexander’s and certain of its directors and executive officers,
under the SEC’s rules, may be deemed to be participants in the
solicitation of proxies of J. Alexander’s shareholders in connection
with the proposed merger. Information about the directors and executive
officers of J. Alexander’s and their ownership of J. Alexander’s common
stock is set forth in the proxy statement for J. Alexander’s 2017 annual
meeting of shareholders, as filed with the SEC on Schedule 14A on April
11, 2017, as well as in the definitive proxy statement regarding the
proposed merger. Additional information regarding the interests of those
participants and other persons who may be deemed participants in the
transaction is also included in the definitive proxy statement regarding
the proposed merger. Free copies of this document may be obtained as
described in the preceding paragraphs.
NO OFFERS OR SOLICITATIONS
This announcement is for informational purposes only and is neither an
offer to purchase, nor a solicitation of an offer to sell, subscribe for
or buy any securities or the solicitation of any vote in any
jurisdiction pursuant to the proposed transaction or otherwise, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. No offer of securities
shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended.
