J. Alexander’s Disinterested Shareholders Do Not Approve Proposal Related to Acquisition of Ninety Nine Restaurant & Pub
J. Alexander’s Remains Focused on Long-Term Growth
J. Alexander’s Announces Preliminary Unaudited Sales Results for the Fiscal Year and Quarter Ended December 31, 2017
J. Alexander’s Holdings, Inc. (NYSE: JAX) (“J. Alexander’s” or the
“Company”) today announced results of the Special Meeting of
Shareholders, held on January 30, 2018 and adjourned and reconvened on
February 1, 2018 at 2:00 pm central at the Loews Vanderbilt Hotel in
Nashville, Tennessee, to vote on the proposed acquisition of 99
Restaurants, LLC (“99 Restaurants”). J. Alexander’s received the
requisite number of votes to approve Proposal 1 (shareholder approval of
the merger agreement), Proposal 3a (shareholder approval of the
reclassification charter amendment), Proposal 3b (shareholder approval
of the authorized shares amendment) and Proposal 5 (shareholder approval
of the adjournment proposal), but did not receive the requisite number
of votes to approve Proposal 2 (disinterested shareholder approval).
Therefore, J. Alexander's expects that the merger agreement will be
terminated. The vote is subject to certification by the Independent
Inspector of Election.
Lonnie J. Stout, President and Chief Executive Officer of J.
Alexander's, said: "We appreciate the level of shareholder engagement
that we experienced in connection with the proposed transaction.
Approximately 90% of the outstanding shares were voted by our
shareholders. In particular, we are grateful for the support we
received, including from some of our largest shareholders. Further, the
safeguards that our board put in place with respect to the transactions,
and the requirement of the separate vote of the disinterested
shareholders, served their intended purpose, allowing the disinterested
shareholders to have the final decision."
Stout continued: “While we are disappointed that shareholders did not
approve this transaction, we are confident in our overall strategy, our
strong culture and our ability to deliver value to shareholders. Looking
forward, we remain focused on growing our business, strengthening our
competitive position and enhancing our current restaurant concepts.
“We are also enthusiastic about executing on our organic growth
strategies within our current concepts, including an additional J.
Alexander’s restaurant that will open in King of Prussia, Pennsylvania,
and a new Stoney River restaurant in Troy, Michigan, both of which will
open later this year.”
J. Alexander's also announced its preliminary unaudited sales results
for the fiscal year and quarter ended December 31, 2017. For the J.
Alexander’s Restaurant/Grills restaurants, preliminary results are as
follows: average weekly same store sales increased by 2.3% to $117,200
for the quarter ended December 31, 2017 and increased by 3.0% to
$114,500 for the fiscal year ended December 31, 2017. For the Stoney
River Steakhouse and Grill restaurants, preliminary results are as
follows: average weekly same store sales increased by 7.3% to $85,100
for the quarter ended December 31, 2017 and increased by 3.8% to $74,700
for the fiscal year ended December 31, 2017. For the quarter ended
December 31, 2017, J. Alexander’s unaudited preliminary net sales are
$61,338,000, up 7.0% from the $57,323,000 reported for the quarter ended
January 1, 2017. For the fiscal year ended December 31, 2017, J.
Alexander’s unaudited preliminary net sales are $233,255,000, up 6.2%
from the $219,582,000 reported for the fiscal year ended January 1, 2017.
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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The preliminary sales figures in this release are unaudited and are
estimates. They represent the most current information available to
management, as the Company’s financial closing procedures for the
quarter and year ended December 31, 2017 are not yet complete. These
estimates are not a comprehensive statement of the Company’s financial
results for the period, and the Company’s actual results may differ
materially from these estimates as a result of the completion of the
Company’s financial closing procedures, final adjustments, audit
procedures and other developments arising between now and the time that
the Company’s financial results for the period are finalized.
The information set forth in this release contains forward-looking
statements. These forward-looking statements may be identified by their
use of terms and phrases such as “estimate,” “expect” and other similar
terms and phrases, and such forward-looking statements include, but are
not limited to, the statements regarding the Company’s unaudited
preliminary estimates of the sales results for the quarter and year
ended December 31, 2017 and statements regarding future development
plans. The outcome of the events described in these forward-looking
statements is subject to known and unknown risks, uncertainties and
other factors that could cause actual results to differ materially from
the results anticipated by these forward-looking statements, including,
but not limited to, the finalization of the Company’s financial
statements for the year December 31, 2017, development risks, and other
risks described in our Annual Report on Form 10-K for the year ended
January 1, 2017, and our other filings. Except as required by law, the
Company undertakes no obligation to update publicly any forward-looking
statement made herein for any reason or to conform the statement to
actual results or changes in the Company’s expectations.