The Steak n Shake Company and Western Sizzlin Corporation Sign Merger Agreement
October 22 2009 - 8:57PM
PR Newswire (US)
Western Sizzlin Corporation Declares a Special Dividend Payable to
Western Sizzlin Stockholders in the Form of Shares of Steak n Shake
INDIANAPOLIS and ROANOKE, Va., Oct. 22 /PRNewswire-FirstCall/ --
The Steak n Shake Company ("SNS") (NYSE:SNS), and Western Sizzlin
Corporation ("Western") (NASDAQ:WEST), today jointly announced that
they had 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 (in principal
amount of Steak n Shake debentures and market value of Steak n
Shake stock) 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 market price of
Steak n Shake's common stock will fluctuate before the special
dividend payable to Western stockholders is distributed. (Logo:
http://www.newscom.com/cgi-bin/prnh/20000606/STEAKLOGO) 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, subject to adjustment as
provided in the merger agreement and discussed below. 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. The
aggregate and per share amounts of debentures to be issued to
Western stockholders are subject to reduction on account of certain
potential tax contingencies that could arise in connection with the
Western special dividend that will be resolved as of the date of
distribution of that dividend. The Steak n Shake debentures will
have a term of five years from the effective date of the merger,
will bear interest at the rate of 14 percent per annum and will be
pre-payable without penalty at the option of Steak n Shake after
one year from the date of issuance. The merger agreement was
negotiated between special committees of the boards of directors of
both companies, both of which were composed entirely of independent
directors. Closing of the merger transaction is subject to
satisfaction (or waiver) by the parties of certain conditions,
including approval by Western's stockholders. The dividend is not
conditioned upon the completion of the merger and is payable to
stockholders of record as of November 2, 2009, regardless of
whether they are also stockholders of record of Western as of the
effective time of the merger. B. Riley & Co., LLC is acting as
financial advisor to the special committee of the Western board of
directors in connection with the merger, and has provided a
fairness opinion to the Western special committee. Duff &
Phelps, LLC is acting as financial advisor to the special committee
of the Steak n Shake board of directors in connection with the
merger, and has provided a fairness opinion to the Steak n Shake
special committee. As contemplated by the merger agreement,
Western's Board of Directors on October 22, 2009, declared a
dividend to Western stockholders of all 1,322,806 shares of common
stock of Steak n Shake that it presently beneficially owns. Each
stockholder of Western of record as of November 2, 2009, will be
entitled to receive the special dividend, which will be distributed
on November 6, 2009. The dividend will be payable at the rate of
approximately 0.4657 shares of Steak n Shake common stock for each
share of Western outstanding as of the record date, with any
fractional share interests to be settled by a cash payment,
indicating a per share dividend value (valuing Steak n Shake at
$12.00, its closing price on October 22, 2009) of $5.59 per Western
share. ADDITIONAL INFORMATION CONCERNING THE TRANSACTION Steak n
Shake plans to file a registration statement and related
transaction statement on Schedule 13E-3 with the Securities and
Exchange Commission (the "SEC") with respect to the merger. The
registration statement will include Western's proxy statement for
the special meeting of its stockholders to consider the merger and
Steak n Shake's prospectus with respect to the debentures.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT AND PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
STEAK N SHAKE, WESTERN, THE TRANSACTION AND RELATED MATTERS.
Investors will be able to obtain free copies of the registration
statement and proxy statement/prospectus, when available, and other
documents filed by Steak n Shake and Western with the SEC through
the SEC's web site at http://www.sec.gov/. In addition, Western
stockholders will be able to obtain free copies of the registration
statement, proxy statement/prospectus and transaction statement,
when available, from Western by directing such requests to Western,
attention: Investor Relations, 401 Albemarle Ave SE, Roanoke,
Virginia 24013, telephone at (540) 345-3195. PARTICIPANTS IN THE
SOLICITATION Steak n Shake, Western and Western's directors and
officers may be deemed to be participants in the solicitation of
proxies from Western's stockholders in connection with the proposed
merger involving Western and Steak n Shake. Information regarding
Western's directors and officers and a description of their
interests in Western is contained in Western's definitive proxy
statement on Schedule 14A with respect to its 2009 Annual Meeting
of Stockholders, which was filed with the SEC on July 15, 2009, and
will also be contained in the proxy statement/prospectus relating
to the proposed merger when it becomes available. Western's
stockholders may obtain additional information about the direct and
indirect interests of the participants in the acquisition, by
security holdings or otherwise, by reading the proxy
statement/prospectus and other materials to be filed with the SEC
when such information becomes available. RISKS ASSOCIATED WITH
FORWARD-LOOKING STATEMENTS This news release contains
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and other federal
securities laws and are intended to be covered by the safe harbors
created thereby. These statements are based on current expectations
and are subject to a number of risks and uncertainties that could
cause actual results to differ markedly from those projected or
discussed here. Steak n Shake and Western caution readers not to
place undue reliance upon any such forward-looking statements, for
actual results may differ materially from expectations. Neither
company undertakes to publicly update or revise any forward-looking
statements even if experience or future changes make it clear that
any projected results expressed or implied will not be realized.
Further information concerning the types of factors that could
impact the companies' businesses can be found in their filings with
the SEC. ABOUT THE STEAK N SHAKE COMPANY Steak n Shake is a holding
company. Its primary restaurant operation is conducted through
Steak n Shake Operations Inc. The Steak n Shake restaurant chain,
founded in 1934, is a classic American brand serving premium
burgers and milkshakes through its chain of 485 restaurants. ABOUT
WESTERN SIZZLIN CORPORATION Western Sizzlin Corporation is a
holding company which owns a number of subsidiaries, with its
primary business activities conducted through Western Sizzlin
Franchise Corporation and Western Sizzlin Stores, Inc, which
franchise and operate restaurants.
http://www.newscom.com/cgi-bin/prnh/20000606/STEAKLOGO
http://photoarchive.ap.org/ DATASOURCE: The Steak n Shake Company
CONTACT: Robyn B. Mabe, Chief Financial Officer of Western Sizzlin
Corp., +1-540-345-3195, Duane E. Geiger, Interim Chief Financial
Officer of Steak n Shake, +1-317-633-4100 Web Site:
http://www.steaknshake.com/
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