Western Sizzlin Corporation to Commence Exchange Offer for Up to 680,500 Shares of Jack in the Box Inc.
04 October 2008 - 8:49AM
PR Newswire (US)
Offer Valued at $22.66 Per Jack in the Box Share ROANOKE, Va., Oct.
3 /PRNewswire-FirstCall/ Western Sizzlin Corporation (NASDAQ:WEST)
today announced that it will commence an exchange offer for up to
680,500 shares of Jack in the Box Inc. (NYSE:JBX). The exchange
ratio for the offer will be 1.607 shares of Western common stock
for one share of Jack in the Box common stock. On October 3, 2008,
the closing price of a share of Western common stock was $14.10 and
the closing price of a share of Jack in the Box common stock was
$19.37. Based on these closing prices, the exchange ratio for the
offer represents a value of $22.66 per share of Jack in the Box
common stock. The exchange offer will be conditioned upon, among
other things, the registration statement for the issuance of
Western shares in the exchange offer being declared effective by
the Securities and Exchange Commission and, to the extent required
by Nasdaq rules, stockholder approval of the issuance of Western
shares in the offer, which the executive officers and directors of
Western have the voting power to approve. Western's offer will not
be conditioned on any minimum number of Jack in the Box shares
being tendered. The complete terms and conditions of the exchange
offer will be set forth in the registration statement and the other
offering documents to be filed by Western with the Securities and
Exchange Commission. This press release is for informational
purposes only and is neither an offer to sell nor a solicitation of
an offer to buy any securities. Any exchange offer will be made
only through a registration statement and related materials. In
connection with the exchange offer, Western will file a
registration statement on Form S-4 (containing a prospectus) with
the Securities and Exchange Commission. Investors and stockholders
of Jack in the Box are advised to read this registration statement
and other disclosure materials, when they become available,
carefully because they will contain important information.
Investors and stockholders may obtain a free copy of the disclosure
materials and other documents to be filed by Western with the
Securities and Exchange Commission at the SEC's website at
http://www.sec.gov/. A free copy of the disclosure materials and
other documents of Western may also be obtained from Western upon
request by directing such request to the Information Agent for the
exchange offer, Morrow & Co., LLC, 470 West Avenue, Stamford,
CT 06902, E-mail: . Banks and brokerage firms please call: (203)
658-9400. Stockholders call toll free: (800) 607-0088. This release
contains forward-looking statements relating to Western Sizzlin
Corporation's exchange offer for up to 680,500 shares of Jack in
the Box Inc. common stock and Western's expectations with regard to
the proposed transaction. These forward-looking statements are
based on Western's current intent, expectations, estimates and
projections and are not guarantees of future performance. These
statements involve risks, uncertainties, assumptions and other
factors that are difficult to predict and that could cause actual
results to vary materially from those expressed in or indicated by
them. In addition, some factors are beyond Western's control.
Factors that could cause actual results to differ materially from
the statements made in this release include, among others: (i) the
willingness of Jack in the Box stockholders to tender their shares
in the exchange offer and the number and timing of shares tendered;
(ii) the satisfaction, or waiver by Western to the extent legally
permissible, of all conditions to the exchange offer; and (iii)
other factors as described in filings with the Securities and
Exchange Commission, including the factors to be discussed under
the heading "Risk Factors" in Western's prospectus included in its
registration statement on Form S-4 that will be filed with the
Securities and Exchange Commission. DATASOURCE: Western Sizzlin
Corporation CONTACT: Robyn B. Mabe for Western Sizzlin Corporation,
+1-540-345-3195, ext. 406
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