WESTERN
SIZZLIN CORPORATION AMENDS EXCHANGE OFFER FOR ITEX CORPORATION
Eliminates
Significant Conditions to the Offer
Roanoke,
VA – March 13, 2008 – Western Sizzlin Corporation (NASDAQ: WEST) announced today
that it has amended its exchange offer for ITEX Corporation (OTC Bulletin Board:
ITEX). The amended offer is for up to 2,700,000 shares of ITEX common stock, at
the same exchange ratio of one share of ITEX common stock for .06623 shares of
Western common stock.
The
exchange offer is scheduled to expire at 5:00 p.m., New York City time, on
Wednesday, March 26, 2008, unless extended.
As a
result of its amended offer, Western has eliminated the following significant
conditions to the offer: 60% of ITEX’s shares being validly tendered
in the exchange offer and not withdrawn; Western being satisfied in its
reasonable discretion that the Nevada anti-takeover statutes will not be
applicable; the expiration or termination of any waiting periods under
applicable antitrust laws; the receipt of all required consents under the terms
of ITEX’s debt agreements; and stockholder approval of the issuance of Western
shares in the offer. The complete terms and conditions of the amended
exchange offer are set forth in the amended registration statement and the other
offering documents filed today by Western with the Securities and Exchange
Commission.
************
This
press release is for informational purposes only and is neither an offer to sell
nor a solicitation of an offer to buy any securities. Any exchange
offer will be made only through a registration statement and related
materials. In connection with the exchange offer, Western has filed a
registration statement on Form S-4 (containing a prospectus) with the Securities
and Exchange Commission. Investors and stockholders of ITEX are
advised to read these disclosure materials (including other disclosure materials
when they become available) carefully because they contain (and will contain)
important information. Investors and stockholders may obtain a free
copy of the disclosure materials and other documents filed by Western with the
Securities and Exchange Commission at the SEC’s website at
www.sec.gov. A free copy of the disclosure materials and other
documents of Western may also be obtained from Western upon request by directing
such request to the Information Agent, Morrow & Co., LLC, 470 West Avenue,
Stamford, CT 06902, E-mail: offer.info@morrowco.com. Banks
and brokerage firms please call: (203) 658-9400. Stockholders call
toll free: (800) 607-0088.
About
Western Sizzlin Corporation
Western
Sizzlin Corporation is a holding company which owns a number of subsidiaries.
Its most important business activity is conducted through Western Sizzlin
Franchise Corporation, which franchises and operates 122 restaurants in 19
states. Financial decisions are centralized at the holding company level, and
management of operating businesses is decentralized at the business unit level.
Western’s prime objective is to maximize its intrinsic business value per share
over the long term. In fulfilling this objective, Western will engage
in a number of diverse business activities to achieve above-average returns on
capital in pursuit of maximizing the eventual net worth of its
stockholders.
Forward-Looking
Statements
This
release contains forward-looking statements relating to Western Sizzlin
Corporation’s exchange offer for up to 2,700,000 shares of ITEX Corporation
common stock and Western’s expectations with regard to the proposed
transaction. These forward-looking statements are based on Western’s
current intent, expectations, estimates and projections and are not guarantees
of future performance. These statements involve risks, uncertainties,
assumptions and other factors that are difficult to predict and that could cause
actual results to vary materially from those expressed in or indicated by
them. In addition, some factors are beyond Western’s
control. Factors that could cause actual results to differ materially
from the statements made in this release include, among others: (i) the
willingness of ITEX stockholders to tender their shares in the exchange offer
and the number and timing of shares tendered; (ii) the satisfaction, or waiver
by Western to the extent legally permissible, of the conditions to the exchange
offer; (iii) Western’s and ITEX’s ability to receive any and all necessary
approvals, including any necessary governmental or regulatory approvals; and
(iv) other factors as described in filings with the Securities and Exchange
Commission, including the factors discussed under the heading “Risk Factors” in
Western’s prospectus included in its registration statement on Form S-4 as filed
with the Securities and Exchange Commission on December 27, 2007, and amended on
February 1, 2008 and March 13, 2008.
Contact:
Robyn B.
Mabe, Chief Financial Officer
Western
Sizzlin Corporation
(540)
345-3195