Western Sizzlin Corporation Completes Distribution of Special Dividend of Steak n Shake Shares

The dividend was paid at the rate of approximately 0.465 shares of Steak n Shake common stock for each share of Western outstanding as of November 2, 2009, the record date for the distribution, with fractional share interests settled by a cash payment.

The distribution was made pursuant to the terms of the previously announced merger agreement entered into on October 22, 2009 between Western and Steak n Shake. Pursuant to the merger agreement, Western would be acquired by Steak and Shake in exchange for subordinated debentures of Steak n Shake in an aggregate principal amount of $22,959,000. 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 $8.07 per share based upon the number of shares of Western common stock currently outstanding. 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% per annum and will be pre-payable without penalty at the option of Steak n Shake after one year from the date of issuance.

Closing of the merger transaction is subject to satisfaction (or waiver) by the parties of certain conditions, including approval by Western's stockholders. Although the distribution by Western of the Steak n Shake stock was contemplated and required by the merger agreement, the distribution was not conditioned upon completion of the merger and Western's stockholders who received the Steak n Shake shares in the distribution will be entitled to retain those share regardless of whether the merger is consummated.

Logos, product and company names mentioned are the property of their respective owners.

Reader Comments:

Be the first to leave a comment for this article

Tweet