ASHLAND, Ky.--(BUSINESS WIRE)--ALJ Regional Holdings, Inc. (Pink Sheets: ALJJ) (“ALJ”) announced today that the ALJ stockholders approved the previously announced sale of KES Acquisition Company, ALJ’s majority-owned subsidiary (“KES”), to Optima Specialty Steel, Inc. (“Optima”) for $112.5 million in cash (the “Merger”), pursuant to the terms of the Agreement and Plan of Merger, dated November 18, 2012, between ALJ, Optima, KES and KES Optima Acquisition Inc., a wholly owned subsidiary of Optima (the “Merger Agreement”).
All of the shares voting at the special meeting of stockholders, which was held on December 21, 2012, voted in favor of the Merger, representing approximately 62% of ALJ’s total outstanding shares of common stock as of the November 28, 2012 record date.
The approval of the stockholders of ALJ was one of the remaining conditions to the closing of the Merger. The Merger remains subject to other customary closing conditions as specified in the Merger Agreement, including Optima securing sufficient financing to complete the transaction. We cannot estimate when, or if, Optima will secure financing or when, or if, the other conditions to closing in the Merger Agreement will be satisfied. Therefore, we cannot estimate when, or if, the Merger will close.
ALJ’s previously announced offer to purchase up to 30,000,000 shares of its outstanding common stock under its modified “Dutch auction” tender offer remains open and is currently set to expire at 12:00 midnight, New York City time, on January 17, 2013, unless further extended. The tender offer is conditioned upon completion of the Merger, which, in turn, is conditioned upon Optima securing sufficient financing.
Further detailed information about the Merger, including a copy of the Merger Agreement, can be found in both ALJ’s Current Report, dated November 18, 2012 and ALJ’s Notice of Special Meeting and Proxy Statement dated November 26, 2012. Both the Current Report and the Notice of Special Meeting and Proxy Statement are available electronically on ALJ’s website at www.aljregionalholdings.com and on the Pink Sheets website at www.pinksheets.com.
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.
About ALJ Regional Holdings, Inc.
ALJ is the parent company of KES, the owner and operator of a steel mini-mill near Ashland, Kentucky producing both merchant bar quality flats (MBQ Bar Flats), and special bar quality steel flats (SBQ Bar Flats).
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 following: (i) the consummation and timing of the proposed Merger; (ii) Optima’s ability to secure and the timing of Optima securing sufficient financing to complete the Merger; (iii) the consummation and timing of the proposed tender offer; and (iv) assumptions underlying any of the foregoing statements.
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 Merger, including Optima securing financing; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or failure of the Merger; (iii) the outcome of any legal proceedings instituted in connection with the proposed Merger; and (iv) the effect of any regulatory approvals or conditions imposed in connection with the Merger.
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.