J. Alexanders Major Shareholders Support Acquisition of 99 Restaurants

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Business Wire 23-Jan-2018 4:25 PM
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Key Shareholders Owning Approximately 20 Percent of JAX Shares Express Support for Transaction
Company Recommends Shareholders Vote FOR the Transaction on the White Proxy Card
NASHVILLE, Tenn.--(BUSINESS WIRE)-- Substantial holders of J. Alexanders Holdings, Inc. (NYSE:JAX) (J. Alexanders) common stock today stated their support for the previously announced acquisition of Ninety Nine Restaurant & Pub (99 Restaurants). J. Alexanders urges all shareholders to vote FOR this transaction on the white proxy card before January 30, 2018.
A spokesman at Eminence Capital, which owns approximately 8.8 percent of J. Alexanders outstanding shares and is considered a disinterested shareholder for purposes of this transaction, has indicated to the company that it supports the acquisition of 99 Restaurants and intends to vote in favor of the proposed merger.
Tim Janszen, Chief Executive Officer of Newport Global Advisors, whose fund owns approximately 11.1 percent of J. Alexanders outstanding shares, said, Newport Global has voted for the merger in recognition of its excellent prospects for value creation, but also because we are confident that it is the best path forward for J. Alexanders. As a director of the company, I saw first-hand the advantage of allowing the J. Alexanders shareholders to retain their interests in J. Alexanders and participate in the future success of the combined company. While Newport Global is not a disinterested shareholder, I and the entire board were determined to ensure that this transaction cannot happen without the disinterested shareholders approval. We all believed that vote requirement is the ultimate protective process for our shareholders. We are enthusiastic about the increased scale of the combined company and the anticipated free cash flow that 99 Restaurants will add. We also see the opportunity to eliminate the fees and earnings volatility associated with the Black Knight consulting agreement and profits interest. We believe the disinterested shareholders will be best served by this transaction, and accordingly urge all shareholders to vote for this transaction.
J. Alexanders Board recommends that shareholders vote FOR this transaction on the WHITE proxy card. 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. Alexanders
J. Alexanders 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. Alexanders, Redlands Grill, Stoney River Steakhouse and Grill and Lyndhurst Grill. J. Alexanders Holdings, Inc. has its headquarters in Nashville, Tennessee. To learn more about J. Alexanders, 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. Alexanders Holdings, Inc. (the Company, J. Alexanders 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 Companys 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 Companys 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 Companys shareholders generally; uncertainties as to whether the requisite approvals of the Companys 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 Companys 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 Companys 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. These forward-looking statements reflect the Companys 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 Restaurants 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 Companys shareholders on or about December 22, 2017. SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING WHITE PROXY CARD 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 SECs website at www.sec.gov. The definitive proxy statement and the other filings may also be obtained free of charge at the Companys 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 SECs rules, may be deemed to be participants in the solicitation of proxies of the Companys 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 Companys 2017 annual meeting of shareholders, as filed with the SEC on Schedule 14A on April 11, 2017, and the definitive proxy statement for the Companys 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.

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J. Alexanders Holdings, Inc.Mark A. Parkey, 615-269-1900orSard Verbinnen & CoPatrick Scanlan/Danya Al-Qattan212-687-8080
Source: J. Alexanders Holdings, Inc.