Western Sizzlin Corporation Commences Exchange Offer for Jack in the Box Inc.
October 15 2008 - 5:32PM
PR Newswire (US)
ROANOKE, Va., Oct. 15 /PRNewswire-FirstCall/ -- Western Sizzlin
Corporation (NASDAQ:WEST) today announced that it has commenced an
exchange offer for up to 680,500 shares of Jack in the Box Inc.
(NYSE:JBX). The exchange ratio for the offer is 1.607 shares of
Western common stock for one share of Jack in the Box common stock.
The exchange offer is 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 is not conditioned on
any minimum number of Jack in the Box shares being tendered. The
complete terms and conditions of the exchange offer are set forth
in the registration statement and the other offering documents
filed today by Western with the Securities and Exchange Commission.
The exchange offer is scheduled to expire at 5:00 p.m., New York
City time, on Thursday, November 13, 2008, unless extended. Morrow
& Co., LLC is acting as Information Agent for the exchange
offer. 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 has filed 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 related disclosure
materials (including other disclosure materials when they become
available) carefully because they contain (and will contain)
important information. Investors and stockholders may obtain a free
copy of the disclosure materials and other documents 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, 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. About Western Sizzlin
Corporation Western Sizzlin Corporation is a holding company owning
subsidiaries engaged in a number of diverse business activities.
Western's primary business activities are conducted through Western
Sizzlin Franchise Corporation and Western Sizzlin Stores, Inc.,
which franchise and operate 116 restaurants in 19 states. Financial
decisions are centralized at the holding company level, and
management of operating businesses is decentralized at the business
unit level. Western's primary objective centers on achieving
above-average returns on capital in pursuit of maximizing the
eventual net worth of its stockholders. Forward-Looking Statements
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 discussed under the heading "Risk Factors" in
Western's prospectus included in its registration statement on Form
S-4 as filed with the Securities and Exchange Commission on October
15, 2008. DATASOURCE: Western Sizzlin Corporation CONTACT: Robyn B.
Mabe, Chief Financial Officer of Western Sizzlin Corporation,
+1-540-345-3195
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