Key Developments For Western Sizzilin Corporation
Western Sizzilin Corporation (WEST.O) (Consolidated Issue listed on NASDAQ Capital Market)
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 Shareholders Of Western Sizzlin Corporation
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 (SNS) 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 SNS 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 SNS. 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.
Western Sizzlin Corporation Announces Opening of New Wood Grill Buffet Restaurant in Hesperia, CA
Western Sizzlin Franchise Corporation, a subsidiary of Western Sizzlin Corporation announced the opening of the first California Wood Grill Buffet restaurant. Wood Grill Buffet by Western Sizzlin is scheduled to open its doors to the public on Wednesday, October 22, 2008, in Hesperia, California. The 10,000 square foot restaurant is the third of its concept for the Company.
Western Sizzlin Corporation Terminates Exchange Offer for Jack in Box Inc.
Western Sizzlin Corporation announced that it has terminated its exchange offer for up to 680,500 shares of Jack in the Box Inc. as a result of a regulatory compliance condition. The Company intends to commence the exchange offer after the Company's registration statement on Form S-4 has become effective under the Securities Act of 1933.
