XML 24 R12.htm IDEA: XBRL DOCUMENT v2.4.0.6
Merger Agreement
6 Months Ended
Jul. 01, 2012
Merger Agreement [Abstract]  
Merger Agreement

Note G Merger Agreement

On July 30, 2012, the Company, entered into an Amended and Restated Agreement and Plan of Merger (the “Restated Merger Agreement”), with Fidelity, Merger Sub, an indirect, wholly owned subsidiary of Fidelity, and certain other affiliates of Fidelity. The Restated Merger Agreement is described in the Company’s Current Report on Form 8-K filed on August 2, 2012.  The Restated Merger Agreement amends and restates in its entirety that certain Agreement and Plan of Merger, dated June 22, 2012, previously described in the Company’s Current Report on Form 8-K filed on June 28, 2012.

Under the terms of the Restated Merger Agreement, Merger Sub commenced a tender offer to acquire all the outstanding shares of J. Alexander’s common stock at a purchase price of $13.00 per share in cash.  The closing of the tender offer is conditioned on the tender of a number of J. Alexander’s shares that represents at least a majority of the total number of J. Alexander’s shares outstanding and other customary closing conditions. The transaction is not subject to a financing condition. Upon the completion of the tender offer, Merger Sub 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, assuming execution of the tender offer process and satisfaction of the conditions to closing.