Western Sizzlin Corporation (Nasdaq: WEST) announced today that it has commenced the mailing of a definitive proxy statement/prospectus in connection with the proposed acquisition of Western by The Steak n Shake Company ( 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 By operation of law, the delisting will be effective ten days after this filing, unless the Form 25 is earlier withdrawn by Western.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.