J. Alexander’s (JAX) 'Go Shop' Period Ends; Sends Info to Six More Potential Buyers

July 23, 2012 5:42 PM EDT Send to a Friend
J. Alexander’s Corporation (Nasdaq: JAX) announced the expiration of the “go-shop” period pursuant to the terms of the previously announced agreement with Fidelity National Financial, Inc. (NYSE: FNF) (“Fidelity”) to merge the Company with a subsidiary of American Blue Ribbon Holdings, Inc. (“ABRH”), a newly-formed, indirect majority-owned subsidiary of Fidelity (the “Merger Agreement”). The “go-shop” period expired at 11:59 p.m., Nashville time, on July 22, 2012.

During the “go-shop” period, the Company and its advisors engaged in discussions with parties that previously expressed an interest in a potential transaction with the Company, as well as other potentially interested parties. The Company entered into additional confidentiality agreements with both strategic and financial parties during the “go-shop” period and provided six potential buyers with due diligence information. Since commencing a formal process in the fall of 2011, the Company and its advisors contacted 77 potential acquirors, including 55 financial parties and 22 strategic parties.

Prior to the expiration of the “go-shop” period, the Company’s board of directors received two written proposals for potential alternative transactions with the Company, and determined that each of the parties submitting these alternative proposals is an “excluded party” under the Merger Agreement with which the Company may continue to negotiate following the end of the “go-shop” period. There can be no assurance that any alternative proposal will ultimately lead to a superior proposal, as negotiations with the excluded parties could terminate at any time.

The Company’s board of directors continues to recommend that the Company’s shareholders approve the Merger Agreement and the pending merger and related transactions.


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