On October 22, 2009, Western Sizzlin (stock symbol: [t]WEST[/t]) and Steak n Shake (stock symbol: [t]SNS[/t]) announced that they had signed a merger agreement, pursuant to which WEST will merge into SNS in a transaction valued at $13.87 per WEST share.
The Steak n Shake Company and Western Sizzlin Corporation Sign Merger Agreement
Western Sizzlin Corporation Declares a Special Dividend Payable to Western Sizzlin Stockholders in the Form of Shares of Steak n Shake
Press Release Source: The Steak n Shake Company On Thursday October 22, 2009, 8:57 pm EDT
INDIANAPOLIS and ROANOKE, Va., Oct. 22 /PRNewswire-FirstCall/ -- The Steak n Shake Company ("SNS") (NYSE: SNS - News), and Western Sizzlin Corporation ("Western") (Nasdaq: WEST - News), 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.
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.
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