form42506898004_12122007.htm
Filed
by
Western Sizzlin Corporation
Pursuant
to Rule 425 under the Securities Act of 1933
Subject
Company: ITEX Corporation
SEC
File
No. 0-18275
On
December 12, 2007, Western Sizzlin Corporation issued the following press
release:
WESTERN
SIZZLIN CORPORATION TO COMMENCE EXCHANGE OFFER FOR
ITEX
CORPORATION
Offer
Valued at $1.02 Per ITEX Share
ROANOKE,
Va., Dec. 12 /PRNewswire – FirstCall/ — Western Sizzlin Corporation
(OTC Bulletin Board: WSZL) today announced that it will commence an exchange
offer for all outstanding shares of ITEX Corporation (OTC Bulletin Board:
ITEX). The exchange ratio for the offer will be .06623 shares of
Western common stock for each outstanding share of ITEX common
stock.
On
December 12, 2007, the closing price of a share of Western common stock was
$15.40 and the closing price of a share of ITEX common stock was
$0.90. Based on these closing prices, the exchange ratio for the
offer represents a value of $1.02 per share of ITEX common stock.
The
exchange offer will be conditioned upon, among other things, the registration
statement for the issuance of Western shares in the exchange offer being
declared effective by the Securities and Exchange Commission; 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shares being validly tendered in the exchange offer and not withdrawn; Western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; the listing of Western’s common stock
on a national securities exchange; and, to the extent required by the rules
of
such exchange, stockholder approval of the issuance of Western shares in the
offer, which the executive officers and directors of Western have the voting
power to approve. The complete terms and conditions of the exchange
offer will be set forth in the registration statement and the other offering
documents to be filed 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 will file 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 this registration statement and other disclosure materials,
when
they become available, carefully because they will contain important
information. Investors and stockholders may obtain a free copy of the
disclosure materials and other documents to be 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 for the exchange offer, 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.
This
release contains forward-looking statements relating to Western Sizzlin
Corporation’s exchange offer for all of the outstanding 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 all 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 to be discussed under the heading “Risk
Factors” in Western’s prospectus included in its registration statement on Form
S-4 that will be filed with the Securities and Exchange Commission.