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NASHVILLE, Tenn.–(BUSINESS WIRE)–J. Alexander’s Holdings, Inc. (NYSE:JAX) (“J. Alexander’s”) today
provided an update on the full year 2017 results of Ninety Nine
Restaurant & Pub (“99 Restaurants”), in connection with J. Alexander’s
previously announced acquisition of 99 Restaurants.

These results are in-line with projections included in our proxy
materials and underscore our deep conviction in pursuing the acquisition
of 99 Restaurants,” said Lonnie J. Stout II, President and Chief
Executive Officer. “Despite a challenging environment, Charlie and his
team continue to demonstrate the unique value of the 99 Restaurant
concept, which largely insulates it from the challenges faced by its
competitors. We look forward to completing this accretive merger and
capitalizing on the significant opportunities it provides to drive
long-term, sustainable value for J. Alexander’s shareholders.”

Cannae Holdings, Inc. (NYSE: CNNE), the majority owner and operator of
the 99 Restaurants, provided preliminary unaudited sales results for the
fourth quarter and fiscal year ended December 31, 2017 relative to 99
Restaurants in a Form 8-K filing dated January 11, 2018. Based on these
results, 99 Restaurants quarterly net revenue for 2017, compared to
figures included in their projections for fiscal 2017, a summary of
which was disclosed in the J. Alexander’s proxy statement filed with the
Securities and Exchange Commission on December 21, 2017, was as set
forth below:

(Dollars in thousands)    

Q1 2017

 

Q2 2017

 

Q3 2017

 

Q4 2017

 

Total

Actual Results for
99 Restaurants
    $70,593   $72,679   $71,424   $96,504   $311,200

Included in Compiling Proxy Statement Disclosures/Projections

    $70,593   $72,679   $73,332   $96,517   $313,121
(Projected) (Projected) (Projected)
  • The preliminary sales results are reported on the fiscal fourth
    quarter period from September 4, 2017 through December 31, 2017 (17
    weeks) and the fiscal 2017 period from December 26, 2016 through
    December 31, 2017 (53 weeks). 99 Restaurants expects to report its
    full fourth quarter and fiscal 2017 results later in the first quarter
    of 2018.
  • The fourth quarter of fiscal 2017 contained 17 weeks, or an additional
    week compared to the fourth quarter of fiscal 2016. 99 Restaurants
    estimates the impact of the additional week during both the fourth
    quarter and full fiscal year of 2017, which included six days of
    operations due to the closure of all restaurant locations on Christmas
    Day, totaled approximately $6.0 million. Both the fourth quarter and
    full year projections for fiscal 2017 included in compiling the proxy
    statement disclosures included the estimated impact of the additional
    week.
  • For the full fiscal year, net revenue for 99 Restaurants for the 53
    weeks ended December 31, 2017 totaled approximately $311.2 million, an
    increase of $7.2 million, or 2.4% compared to $304.0 million for the
    52 weeks included in the fiscal year ended December 25, 2016.

The J. Alexander’s Board of Directors believes this transaction will
create attractive value for, and is in the best interest of, all
shareholders, for reasons including:

  • The transaction is expected to be accretive to J. Alexander’s earnings
    per share.
  • 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.
  • The combination with 99 Restaurants will help J. Alexander’s achieve
    more rapid growth and increase the scale of operations.

J. Alexander’s Board recommends that shareholders vote “FOR” this
transaction on the WHITE proxy card. To learn more about the
transaction, please visit www.jalexandersand99.com.

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. 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. 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 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.

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