Fidelity National Financial, Inc. (FNF) and J. Alexander's Corp. (JAX) announced that they have amended their previously announced merger agreement. Under the amended agreement, FNF has agreed to make an all cash tender offer for all of the shares of J. Alexander's for $13.00 per share in cash, valuing the equity of J. Alexander's at approximately $78 million.
FNF's original proposal to acquire J. Alexander's was for $12.00 per share in a combination of cash and stock.
Lonnie Stout, Chairman, President and Chief Executive Officer, said the amended merger agreement has been unanimously approved by the J. Alexander's board of directors and that the Company's board recommends that J. Alexander's stockholders tender their shares into FNF's tender offer.
Under the terms of the amended merger agreement, FNF will commence a tender offer for all the outstanding shares of J. Alexander's no later than August 6, 2012. Upon the completion of the tender offer, FNF will acquire all remaining shares of J. Alexander's through a second-step merger that will result in all shares not tendered in the tender offer being converted into the right to receive $13.00 per share in cash, the same consideration per share as paid in the tender offer.
The merger transaction is expected to close in the fourth quarter of 2012.
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