J. Alexander’s Recommends Shareholders Vote “FOR” the Transaction on the White Proxy Card
J. Alexander’s Holdings, Inc. (NYSE:JAX) (“J. Alexander’s”) today issued
a statement in connection with J. Alexander’s previously announced
acquisition of Ninety Nine Restaurant & Pub (“99 Restaurants”), a
valuable asset and strong regional competitor with excellent financial
and operational performance. J. Alexander’s urges all shareholders to
vote “FOR” this transaction on the white proxy card before
January 30, 2018.
“As the Special Meeting of Shareholders approaches, the J. Alexander’s
Board and Management team continue to believe this transaction will
create attractive value for, and is in the best interest of, all
shareholders, for reasons including:
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The transaction is expected to be accretive to J. Alexander’s earnings
per share.
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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.
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The combination with 99 Restaurants will help J. Alexander’s achieve
more rapid growth and increase the scale of operations.
We are extremely appreciative of the support we’ve received thus far
from several substantial holders of J. Alexander’s common stock. Every
vote counts – and we encourage all shareholders to vote “FOR” this
transaction on the white proxy card TODAY.”
To learn more about the transaction, please visit www.jalexandersand99.com.
If shareholders have questions, or need assistance in voting shares,
please call: Georgeson LLC, (866) 432-2791.
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
In connection with the safe harbor established under the Private
Securities Litigation Reform Act of 1995, J. Alexander’s Holdings, Inc.
(the “Company,” “J. Alexander’s” or “JAX”) cautions that certain
information contained or incorporated by reference in this document and
its filings with the Securities and Exchange Commission (the “SEC”), in
its 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 the
Company’s current expectations and projections relating to our financial
condition, 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 the Company’s expectations, intentions or strategies and
regarding the future. The Company 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: the fact that certain directors and
executive officers of the Company and 99 Restaurants, LLC (“99
Restaurants”) may have interests in the transactions that are different
from, or in addition to, the interests of the Company’s shareholders
generally; uncertainties as to whether the requisite approvals of the
Company’s shareholders will be obtained; the risk of shareholder
litigation in connection with the transactions 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 transactions 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
the Company; the effects of disruptions to respective business
operations of the Company 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 business of 99 Restaurants; the risks of integration
of the business of 99 Restaurants and the possibility that costs or
difficulties related to such integration of the business of 99
Restaurants will be greater than expected; the risk that the Company may
not be able to obtain borrowing pursuant to an amendment of its existing
credit facility on favorable terms, or at all, in order to repay the
debt assumed in connection with the consummation of the transactions;
the possibility that the anticipated benefits and synergies from the
proposed transactions cannot be fully realized or may take longer to
realize than expected; the fact that the Company has incurred and will
continue to incur substantial transaction-related costs; and the fact
that the transactions will dilute the Company’s economic interest in
certain operating subsidiaries of the Company, and any increase in total
revenue, income and cash flows of such operating subsidiaries as a
result of the transactions may not outweigh such dilution. Further, the
business of 99 Restaurants and the business of the Company 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.
Additional information about these and other material factors or
assumptions underlying such forward looking statements are set forth in
the reports that the Company files from time to time with the SEC,
including those items listed under the “Risk Factors” heading in Item
1.A of the Company’s Annual Report on Form 10-K for the year ended
January 1, 2017, and in its subsequent Quarterly Reports on Form 10-Q,
including for the quarters ended October 1, 2017, July 2, 2017, and
April 2, 2017. The foregoing list of risk factors is not exhaustive.
These risks, as well as other risks associated with the contemplated
transactions, are more fully discussed in the definitive proxy statement
filed with the SEC on December 21, 2017, as supplemented. These
forward-looking statements reflect the Company’s expectations as of the
date of this communication. The Company 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.
The Company cautions shareholders and other interested parties that
certain statements and assumptions included in this document include,
make reference to, or otherwise rely on historical results of financial
operations and projected financial information of 99 Restaurants as
reported to us by 99 Restaurant’s management team without our
independent verification.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed merger, the Company has filed with the
SEC a definitive proxy statement on Schedule 14A on December 21, 2017,
which has been mailed to the Company’s shareholders on or about December
22, 2017. The Company has filed with the SEC a First Supplement to the
Proxy Statement on January 22, 2018. SHAREHOLDERS OF THE COMPANY ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING WHITE
PROXY CARD, AS SUPPLEMENTED, 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 the
Company 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 the Company’s “Investor Relations” website at
investor.jalexandersholdings.com under the tab “More” and then under the
tab “SEC Filings.”
PARTICIPANTS IN THE SOLICITATION
The Company and certain of its respective directors and executive
officers, under the SEC’s rules, may be deemed to be participants in the
solicitation of proxies of the Company’s shareholders in connection with
the proposed merger. Information about the directors and executive
officers of the Company and their ownership of Company common stock is
set forth in the proxy statement for the Company’s 2017 annual meeting
of shareholders, as filed with the SEC on Schedule 14A on April 11,
2017, and the definitive proxy statement for the Company’s meeting of
shareholders to vote on the proposed merger, as filed with the SEC on
December 21, 2017. Additional information regarding the interests of
those participants and other persons who may be deemed participants in
the transactions are included in the above-referenced definitive proxy
statement regarding the proposed merger. Free copies of these documents
may be obtained as described in the preceding paragraph.