Key Developments For The Steak n Shake Company
The Steak n Shake Company (SNS) (NYSE Arca)
The Steak n Shake Company's Wholly Owned Subsidiary And Western Sizzlin Corporation Sign Merger Agreement
The Steak n Shake Company and Western Sizzlin Corporation (Western) announced that they have executed an agreement for a wholly owned subsidiary of Steak n Shake to merge with and into Western. Western has also declared a special dividend payable to Western stockholders in the form of 1,322,806 shares of Steak n Shake common stock presently beneficially owned by an investment subsidiary of Western. Together, the dividend and (if and when completed) the merger are estimated to have an aggregate transaction value to Western's stockholders of approximately $38.8 million, or $13.67 per Western share, based on 2,840,384 shares of Western outstanding as of October 22, 2009 and the closing price of Steak n Shake common stock on October 22, 2009. The merger agreement currently provides for Steak n Shake to issue and deliver to Western stockholders subordinated debentures of Steak n Shake with a principal amount of $22,959,000. At the effective time of the merger, each share of Western's common stock would be converted into the right to receive debentures in principal amount equal to approximately $8.08 per share.
Law Offices of Howard G. Smith Announces Investigation On Behalf of Western Sizzlin Corporation Shareholders In Relation To Merger With The Steak n Shake Company
Western Sizzlin Corporation announced that Law Offices of Howard G. Smith is investigating potential claims against the Board of Directors, related to a proposed merger of Western into a wholly owned subsidiary of The Steak n Shake Company in a transaction valued at approximately $22.9 million. Under the terms of a non-binding Letter of Intent executed by the parties, on or prior to closing of the transaction Western will distribute to its stockholders all of the The Steak n Shake Company shares beneficially owned by Western. At closing, each share of Western's common stock would be converted into the right to receive an amount equal to approximately $8.11 in the principal amount of debentures issued by The Steak n Shake Company. The investigation concerns possible breaches of fiduciary duty and other violations of state law related to the proposed merger.
The Steak n Shake Company And Western Sizzlin Corporation Announce Intent To Merge
The Steak n Shake Company (SNS) and Western Sizzlin Corporation (Western) jointly announced the execution of a non binding Letter of Intent relating to a proposed merger of Western into a wholly owned subsidiary of SNS. The Letter of Intent was negotiated between special committees of the Boards of Directors of both companies both of which were composed entirely of independent directors. The Letter of Intent contemplates that on or prior to closing Western will distribute to its stockholders all of the SNS shares beneficially owned by Western. Further, under the terms of the Letter of Intent, the consideration payable to Western's stockholders will be based on a net transaction valuation of approximately $22,959,000.00. At closing, each share of Western's common stock would be converted into the right to receive an amount equal to approximately $8.11 in the principal amount of debentures issued by SNS. It is anticipated that the SNS debentures will have a term of five years, will bear interest at the rate of 14% per annum and will be pre-payable without penalty at the option of SNS after one year from the date of issuance.
The Steak n Shake Company Announces Resignation Of Wayne L. Kelley As Interim Chief Executive Officer
The Steak n Shake Company announced that Wayne L. Kelley, the Company's Interim Chief Executive Officer, resigned from this position on August 4, 2008. Mr. Kelley will retain his position as a member of the Company's Board of Directors.
The Steak n Shake Company Announces Resignation Of Jeffrey A. Blade As Interim President, Executive Vice President and Chief Financial and Administrative Officer
The Steak n Shake Company announced that Jeffrey A. Blade, the Company's Interim President, Executive Vice President and Chief Financial and Administrative Officer, has notified the Company that he has decided to resign effective immediately to pursue other interests.
