J. Alexander�s (JAX) Adopts 'Poison Pill'
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The Board of Directors of J. Alexander’s Corporation (Nasdaq: JAX) has adopted a new shareholder rights plan with a qualifying offer exception and declared a dividend distribution of one preferred share purchase right on each outstanding share of the Company’s common stock. This new rights plan will expire on March 4, 2013, and was adopted to replace the existing rights plan, which was set to expire in May 2012.
The rights would not interfere with all-cash, fully financed tender offers for all shares that remain open for a set period of time, as described in the rights plan ("Qualified Offers"). The existing rights plan does not contain a provision that allows for Qualified Offers.
The rights plan is effective immediately and will expire on March 4, 2013. If a person or group acquires 15% or more (or in the case of a passive, “Qualified Institutional Investor” filing a Schedule 13G, 20% or more) of J. Alexander’s Corporation’s outstanding common stock, or commences a tender offer for 15% or more of the Company’s common stock, each right will entitle its holder (other than such person or members of such group) to purchase, for $30, a number of the Company’s common shares having a market value of twice such price. In addition, at any time after a person or group acquires 15% or more (or in the case of a Qualified Institutional Investor, 20% or more) of the Company’s outstanding common stock (unless such person or group acquires 50% or more), or commences a tender offer for 15% or more of the Company’s common stock, J. Alexander’s Corporation’s Board of Directors may exchange one share of the Company’s common stock for each outstanding right (other than rights owned by such person or group, which would have become void). In comparison, the existing rights plan is triggered whenever an investor acquires more than a 20% beneficial ownership interest in the Company or commences a tender offer for 20% or more of the Company’s common stock.
Prior to the acquisition by a person or group of beneficial ownership of 15% or more (or in the case of a Qualified Institutional Investor, 20% or more) of the Company's common stock, or the commencement by a person or group of a tender offer for 15% or more of the Company’s common stock, the rights are redeemable for one tenth of one cent per right at the option of the Board of Directors. In the event of a Qualified Offer that does not result in the Board of Directors redeeming the rights within a certain time period, the Board of Directors may call a special shareholders meeting to put the decision of redemption of the rights to a vote of the shareholders.
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The rights would not interfere with all-cash, fully financed tender offers for all shares that remain open for a set period of time, as described in the rights plan ("Qualified Offers"). The existing rights plan does not contain a provision that allows for Qualified Offers.
The rights plan is effective immediately and will expire on March 4, 2013. If a person or group acquires 15% or more (or in the case of a passive, “Qualified Institutional Investor” filing a Schedule 13G, 20% or more) of J. Alexander’s Corporation’s outstanding common stock, or commences a tender offer for 15% or more of the Company’s common stock, each right will entitle its holder (other than such person or members of such group) to purchase, for $30, a number of the Company’s common shares having a market value of twice such price. In addition, at any time after a person or group acquires 15% or more (or in the case of a Qualified Institutional Investor, 20% or more) of the Company’s outstanding common stock (unless such person or group acquires 50% or more), or commences a tender offer for 15% or more of the Company’s common stock, J. Alexander’s Corporation’s Board of Directors may exchange one share of the Company’s common stock for each outstanding right (other than rights owned by such person or group, which would have become void). In comparison, the existing rights plan is triggered whenever an investor acquires more than a 20% beneficial ownership interest in the Company or commences a tender offer for 20% or more of the Company’s common stock.
Prior to the acquisition by a person or group of beneficial ownership of 15% or more (or in the case of a Qualified Institutional Investor, 20% or more) of the Company's common stock, or the commencement by a person or group of a tender offer for 15% or more of the Company’s common stock, the rights are redeemable for one tenth of one cent per right at the option of the Board of Directors. In the event of a Qualified Offer that does not result in the Board of Directors redeeming the rights within a certain time period, the Board of Directors may call a special shareholders meeting to put the decision of redemption of the rights to a vote of the shareholders.
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