Attached files
| file | filename |
|---|---|
| 8-K - WESTERN SIZZLIN CORP | form8k07689_03082010.htm |
Exhibit 99.1
Western
Sizzlin Corporation Mails Definitive Proxy Statement/Prospectus and
Announces
Notification to NASDAQ of Intent to Delist in Connection with the
Merger
ROANOKE,
Va., March 8, 2010 -- Western Sizzlin Corporation (“Western”)
(Nasdaq: WEST) announced today that it has commenced the mailing of a definitive
proxy statement/prospectus (the “Proxy Statement/Prospectus”) in connection with
the proposed acquisition of Western by The Steak n Shake Company (“Steak n
Shake”) (NYSE: SNS). The Proxy Statement/Prospectus is being mailed,
along with all documents incorporated therein by reference, to all holders of
Western’s common stock identified as of the close of business on February 17,
2010, which is the record date set by Western’s board of directors as the record
date for the determination of stockholders entitled to receive notice of and to
vote at the special meeting of Western’s stockholders relating to the proposed
transaction.
At
the special meeting, which will be held on March 22, 2010 at 1:30 p.m., local
time, at the Plaza Club, located at 100 West Houston Street, Ste. 2100, San
Antonio, Texas 78205, Western’s stockholders will be asked to consider and vote
on the adoption of the Agreement and Plan of Merger, dated as of October 22,
2009, among Steak n Shake, a wholly-owned subsidiary of Steak n Shake, and
Western, which provides for a merger in which Western will become a private
company and a wholly-owned subsidiary of Steak n Shake (the “Merger”). The
Merger is expected to be completed as soon as practicable after the special
meeting. The Merger is subject to customary closing conditions,
including the requisite approval by holders of Western’s common stock at the
special meeting.
Western
also announced today that, in accordance with the rules and regulations of the
Securities and Exchange Commission (the “SEC”) and The NASDAQ Stock Market LLC
(“NASDAQ”), it has provided written notice to NASDAQ of its intent to delist its
common stock from NASDAQ in connection with the Merger. Western
intends to file a Form 25 with the SEC on or about March 19, 2010 to effect the
delisting and deregistration under Section 12(b) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), of its common stock. By
operation of law, the delisting will be effective ten days after this filing,
unless the Form 25 is earlier withdrawn by Western. Following the consummation
of the Merger, if completed, Western also intends to file a Form 15 with the SEC
to deregister its common stock under Sections 12(b) and 12(g) of the Exchange
Act and to suspend the reporting obligations of Western under Sections 13 and
15(d) of the Exchange Act.
Additional
Information:
In
connection with the proposed Merger, Steak n Shake filed the Proxy
Statement/Prospectus with the SEC pursuant to Rule 424 on March 5, 2010, which
formed a part of the Registration Statement on Form S-4 (SEC File No.
333-163192) that has been declared effective by the SEC. The Proxy
Statement/Prospectus, along with all documents incorporated therein by reference
and a proxy card, is being mailed on or about March 8, 2010 to holders of
Western’s common stock identified as of February 17, 2010. INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER AND THE ACCOMPANYING
MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT STEAK N
SHAKE, WESTERN, THE MERGER AND RELATED MATTERS. You may obtain
copies of all documents filed with the SEC regarding this transaction, including
the Proxy Statement/Prospectus, free of charge at the SEC’s website,
www.sec.gov, or by directing a request to Western Sizzlin Corporation, 401
Albemarle Ave SE, Roanoke, Virginia 24013, Attention: Robyn Mabe, or by
telephone at (540) 345-3195, or by directing a request to Western’s proxy
solicitor, Morrow & Co., LLC 470 West Avenue – 3rd Floor, Stamford, CT 06902
or by calling Morrow & Co. at (800) 607-0088 (toll free) or (203) 658-9400
(call collect).
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. Information about the respective
directors and executive officers of Western and Steak n Shake is set forth in
the Proxy Statement/Prospectus. Western’s stockholders may obtain additional
information about the direct and indirect interests of the participants in the
solicitation, by security holdings or otherwise, by reading the Proxy
Statement/Prospectus.
Forward-Looking
Statements:
Certain
statements in this press release are forward-looking statements, including
statements relating to the completion of the Merger and the anticipated timing
thereof. These forward-looking statements are subject to certain risks and
uncertainties, such as Western’s inability to obtain the vote necessary to
approve the Merger, possible termination of the Agreement and Plan of Merger and
other risks disclosed in the Proxy Statement/Prospectus.
# # #
CONTACT:
Robyn B.
Mabe, Chief Financial Officer, Western Sizzlin Corp.,
+1-540-345-3195