Item 8.01 Other Events
Press Release Announcing Merger Agreement
On
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains and our other filings and press
releases may contain forward-looking statements, which include all statements
that do not relate solely to historical or current facts, such as statements
regarding our expectations, intentions or strategies regarding the future. In
some cases, you can identify forward-looking statements by the following words:
"may," "will," "could," "would," "should," "expect," "intend," "plan,"
"anticipate," "believe," "estimate," "predict," "project," "aim," "potential,"
"continue," "ongoing," "goal," "can," "seek," "target" or the negative of these
terms or other similar expressions, although not all forward-looking statements
contain these words. These forward-looking statements are based on management's
beliefs, as well as assumptions made by, and information currently available to,
the Company. Because such statements are based on expectations as to future
financial and operating results and are not statements of fact, actual results
may differ materially from those projected and are subject to a number of known
and unknown risks and uncertainties, including: (i) the risk that the proposed
transaction may not be completed in a timely manner or at all, which may
adversely affect the Company's business and the price of the Company's common
stock; (ii) the failure to satisfy any of the conditions to the consummation of
the proposed transaction, including the adoption of the merger agreement by the
Company's shareholders and the receipt of certain regulatory approvals;
(iii) the occurrence of any event, change or other circumstance or condition
that could give rise to the termination of the merger agreement; (iv) the effect
of the announcement or pendency of the proposed transaction on the Company's
business relationships, operating results and business generally; (v) risks that
the proposed transaction disrupts current plans; (vi) risks related to diverting
management's attention from the Company's ongoing business operations; (vii) the
outcome of any legal proceedings that may be instituted against the Company
related to the merger agreement or the proposed transaction, (viii) unexpected
costs, charges or expenses resulting from the proposed transaction; (ix) the
risk that the transaction might be delayed or not completed if the party to the
equity commitment letter does not fulfill its commitment and (x) other risks
described in the Company's filings with the
Additional Information and Where to Find it
In connection with the proposed merger, the Company intends to file a
preliminary proxy statement on Schedule 14A with the
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PROXY STATEMENT, FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO
THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER. Investors and security holders will be able to obtain the
documents (when they become available) free of charge at the
Participants in the Solicitation
The Company and certain of its respective directors and executive officers,
under the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release ofJ. Alexander's Holdings, Inc. , dated as ofJuly 2, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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