ASHLAND, Ky.--()--ALJ Regional Holdings, Inc. (Pink Sheets: ALJJ) (“ALJ”) today announced that it has completed the sale (the “Merger”) of its majority-owned subsidiary, KES Acquisition Company (“KES”), to Optima Specialty Steel, Inc. (“Optima”). Optima paid $112.5 million in cash for KES.
The closing of the Merger was a condition to ALJ’s offer to purchase up to 30,000,000 shares of its outstanding common stock under its previously announced modified “Dutch auction” tender offer. Pursuant to the Offer to Purchase, ALJ may purchase an additional number of shares of common stock in the tender offer not to exceed 2% of the outstanding shares (or 1,141,349 shares) without amending or extending the tender offer. The tender offer is set to expire at 12:00 midnight, New York City time, on Friday, February 8, 2013. To date, 37,834,940 shares of ALJ’s common stock have been tendered and deposited in the tender offer. ALJ expects that the tender offer will expire as scheduled. Promptly following the expiration of the tender offer ALJ will determine the purchase price that will be paid for shares properly tendered and not properly withdrawn before the tender offer expires, taking into account the number of shares so tendered and the prices specified by the tendering stockholders. ALJ will then promptly pay for up to 30,000,000 shares by depositing the aggregate purchase price for the tendered shares with American Stock Transfer & Trust Company, LLC, the depository for the tender offer, who will serve as ALJ’s agent for purposes of transmitting payments to the tendering stockholders.
Tender of shares must be made prior to the expiration of the tender offer and any shares previously tendered may be withdrawn at any time prior to the expiration of the tender offer. The terms and conditions of the tender offer are described in the Offer to Purchase and related materials distributed to stockholders.
This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of ALJ’s stock. ALJ’s tender offer is only being made pursuant to the Offer to Purchase and related materials (as amended and supplemented). Stockholders should read these materials carefully. The materials contain important information, including various terms and conditions to the tender offer. Stockholders can obtain a copy of the Offer to Purchase and related materials (as amended and supplemented) for free at ALJ’s website, www.aljregionalholdings.com, or from AST Phoenix Advisors, the information agent for the tender offer, by calling – for banks and brokers (212) 493-3910, for all others, toll free (877) 478-5038. Stockholders are urged to carefully read these materials prior to making any decision with respect to the tender offer.
This announcement contains, or may contain, “forward-looking statements.” Generally, the words “believe,” “anticipate,” “expect,” “may,” “should,” “could,” and other future-oriented terms identify forward-looking statements. Forward-looking statements include, but are not limited to, statements relating to the consummation and timing of the proposed tender offer.
These forward-looking statements are based upon the current beliefs and expectations of the management of ALJ and involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond ALJ’s ability to control or estimate precisely and include, without limitation: (i) the failure to satisfy any of the conditions to complete the tender offer; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the tender offer; and (iii) the outcome of any legal proceedings instituted in connection with the tender offer.
ALJ is also subject to general business risks, including its success in continuing to settle its outstanding obligations from its prior business activities, results of tax audits, its ability to retain and attract key employees, acts of war or global terrorism, and unexpected natural disasters and other risks and uncertainties, including those detailed from time to time in its periodic reports (whether under the caption Risk Factors or Forward Looking Statements or elsewhere). ALJ cannot give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this announcement. Neither ALJ nor any other person undertakes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise.