NEW YORK, May 12, 2023 /PRNewswire/ — ALJ Regional Holdings, Inc. (OTC PINK: ALJJ) (the “Company” or “ALJ”) announced today that, at a special meeting of stockholders (the “Special Meeting”) held on May 10, 2023, ALJ stockholders voted to approve the Agreement and Plan of Merger (the “Reorganization Agreement”) by and between ALJ and ALJ NewCo, Inc. (“NewCo”), pursuant to which (A) each outstanding share of ALJ common stock will be converted automatically into the right of a stockholder to receive one (1) share of NewCo common stock, par value $0.01 per share, for each one hundred (100) shares of ALJ common stock, unless a stockholder is not an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended), in which case such stockholder will instead be entitled to receive $1.97 per share in cash in lieu of the NewCo common stock, and (B) the existing ALJ stockholders who become stockholders of NewCo will be able to act by written consent in lieu of an annual or special meeting of the stockholders (the “Reorganization”).
ALJ stockholders approved the Reorganization with 69.75% of the shares outstanding as of the record date voting in favor of the Reorganization. The vote results were as follows:
The filing of the certificate of merger to effect the Reorganization (the “Effective Time”) will be subject to satisfaction or waiver of the conditions specified in the Reorganization Agreement. The Company may defer or abandon the Reorganization prior to the Effective Time (including by terminating the Reorganization Agreement) or all or any part of the Reorganization if the Company determines that for any reason the completion of all or such part of the Reorganization would be inadvisable or not in the best interests of the Company and its stockholders.
Following the Reorganization, subject to the procedures set forth in the Reorganization Agreement, each ALJ stockholder will have the right to receive one (1) share of NewCo common stock for each one hundred (100) shares of ALJ common stock (the “Stock Consideration”), unless a stockholder is not an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended), in which case such stockholder will be entitled to receive $1.97 per each share of ALJ common stock in cash (the “Cash Consideration,” and together with the Stock Consideration, the “Reorganization Consideration”) in lieu of the Stock Consideration. Registered holders of the Company’s common stock will receive a letter of transmittal providing instructions for surrendering their stock certificate, if any, and receiving their Reorganization Consideration. ALJ stockholders that hold shares in street name will receive similar instructions from their brokerage or similar accounts.
For additional details of the Reorganization, please refer to the proxy statement available on the website of OTC Markets at https://www.otcmarkets.com as well as ALJ’s website at (www.aljregionalholdings.com).
This press release contains “forward-looking statements” within the meaning of the U.S. federal securities laws about ALJ and the tender offer, including but not limited to all statements about the timing of the tender offer as well as the Company’s ability to complete the tender offer and settlement thereof, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “likely,” “outlook,” “forecast,” “preliminary,” “would,” “could,” “should,” “can,” “will,” “project,” “intend,” “plan,” “goal,” “guidance,” “continue,” “sustain,” “on track,” “believe,” “seek,” “estimate,” “anticipate,” “may,” “possible,” “assume,” and variations of such words and similar expressions are intended to identify such forward-looking statements. You should not place undue reliance on these statements, as they involve certain risks and uncertainties, and actual results or performance may differ materially from those discussed in any such statement. Factors that could cause actual results to differ materially include but are not limited to risks related to the consummation of the Reorganization, volatility and fluctuations in the trading price and volume of the shares, general economic and capital markets conditions and other risks and uncertainties. Although forward-looking statements contained in this press release are based upon what management of the Company believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. All forward-looking statements in this release are made as of the date hereof and we assume no obligation to update any forward-looking statement.
About ALJ Regional Holdings, Inc.
ALJ is the (i) 100% owner of Faneuil, Inc., a leading provider of call center services, back office operations, and staffing services to commercial and governmental clients across the United States; (ii) 100% owner of ALJ Vistio QOZB LLC d/b/a Vistio, a provider of workflow automation and business intelligence services to Faneuil and other unrelated companies; and (iii) 80.01% owner of Ranew’s Companies a leading supplier of industrial coating services to multinational manufacturers of equipment and a provider of precision fabrication and assembly and logistics services.
SOURCE ALJ Regional Holdings, Inc