PR Newswire
NEW YORK, Jan. 19, 2018
NEW YORK, Jan. 19, 2018 /PRNewswire/ -- Marathon Partners Equity Management, LLC, a New York-based investment firm, and its affiliated investment funds (collectively "Marathon Partners"), which beneficially own approximately 6.3% of the common stock of J. Alexander's Holdings, Inc. ("J. Alexander's" or, the "Company") (NYSE: JAX), issued the following statement today in response to leading independent proxy advisory firm Institutional Shareholder Services Inc.'s ("ISS") recommendation that J. Alexander's shareholders vote against the Company's proposed acquisition of 99 Restaurants, LLC ("99 Restaurants"). A special meeting of shareholders to vote on the proposed merger is scheduled to be held January 30, 2018.
Mario Cibelli, managing member of Marathon Partners, issued the following statement:
"We are deeply gratified that ISS agrees with us that J. Alexander's misguided acquisition of 99 Restaurants is not in the best interests of the Company or its shareholders and should be voted down at the upcoming Special Meeting of Shareholders on January 30th. Like Marathon Partners, ISS is not satisfied that J. Alexander's chose to proceed with a conflicted, related party transaction without having first explored all strategic alternatives to maximize value for its shareholders. ISS further recognizes that the market reaction to the proposed merger has been sharply negative as reflected by J. Alexander's share price, clearly illustrating shareholders' opposition to becoming minority shareholders of a controlled, small-cap company. The ISS report further reinforces our deep concerns that the J. Alexander's Board of Directors was not looking out for our best interests as shareholders in negotiating the merger with 99 Restaurants. We will be following ISS's independent recommendation by voting against this acquisition to ensure that we, and other holders of the Company's shares, receive the value we deserve for our investment. In the event that this poorly structured deal is rejected, we plan to urge a review of all strategic alternatives to maximize value."
Mr. Cibelli continued:
"In addition, we are disappointed that management has disingenuously left out key metrics in its recent disclosure to investors regarding 99 Restaurants' same store sales, profitability and margins, and J. Alexander's preliminary financial results for the fourth quarter of 2017. Shareholders deserve to know how the business performed versus 99 Restaurants as they consider a transaction that would significantly dilute their ownership in the Company. Full disclosure of J. Alexander's results, will allow shareholders to make an informed decision on whether independence is a better path forward."
Key Excerpts from the ISS Report Recommending that J. Alexander's Shareholders Vote Against the Proposed Merger with 99 Restaurants:
*Marathon Partners has neither sought nor obtained consent from ISS to use previously published information in this press release.
Marathon Partners is being advised by Olshan Frome Wolosky LLP in connection with its investment in J. Alexander's and its opposition to the Company's acquisition of 99 Restaurants.
About Marathon Partners
Marathon Partners Equity Management, LLC is a fundamental, research intensive investment firm that deploys capital with a long-term investment horizon.
Investor Contact
Mario Cibelli
(212) 490-0399
http://www.marathonpartners.com
WARNING REGARDING FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS. FORWARD LOOKING STATEMENTS CAN BE IDENTIFIED BY USE OF WORDS SUCH AS "OUTLOOK", "BELIEVE", "INTEND", "EXPECT", "POTENTIAL", "WILL", "MAY", "SHOULD", "ESTIMATE", "ANTICIPATE", AND DERIVATIVES OR NEGATIVES OF SUCH WORDS OR SIMILAR WORDS. FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE ARE BASED UPON PRESENT BELIEFS OR EXPECTATIONS. HOWEVER, FORWARD LOOKING STATEMENTS AND THEIR IMPLICATIONS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR AS A RESULT OF VARIOUS RISKS, REASONS AND UNCERTAINTIES. EXCEPT AS REQUIRED BY LAW, MARATHON PARTNERS EQUITY MANAGEMENT, LLC AND ITS AFFILIATES AND RELATED PERSONS UNDERTAKE NO OBLIGATION TO UPDATE ANY FORWARD LOOKING STATEMENT, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.
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SOURCE Marathon Partners Equity Management, LLC
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