ALJ Regional Holdings, Inc. Announces Final Results of Its Modified Dutch Auction Tender Offer
ALJ Regional Holdings, Inc. (Pink Sheets: ALJJ) (“ALJ”) announced today the final results of its modified “Dutch auction” tender offer, which expired at 12:00 midnight, New York City time, on February 8, 2013. ALJ has accepted for payment an aggregate of 30,000,000 shares of its common stock at a purchase price of $0.84 per share.
These shares represent approximately 52.2% of the shares issued and outstanding as of November 19, 2012. ALJ has been informed by the depositary for the tender offer that the final proration factor for the tender offer is approximately 90.8 percent.
Based on the final count by the depositary (and excluding any conditional tenders that were not accepted due to the specified condition not being satisfied), 33,052,764 shares were properly tendered and not withdrawn at or below a price of $0.84 per share. All shares tendered and delivered at prices above $0.84 will be returned promptly to shareholders by the depositary. The depositary is expected to pay within two business days for the shares accepted for purchase. Following the completion of the tender offer, ALJ will have 27,446,598 shares of common stock issued and outstanding (29,646,598 on a fully diluted basis) and approximately $27.8 million in cash and receivables.
AST Phoenix Advisors is the Company's information agent for the tender offer, and the depositary is American Stock Transfer & Trust Company, LLC. Any questions with regard to the tender offer may be directed to the information agent – banks and brokers, call (212) 493-3910, all others, call toll free (877) 478-5038.
This announcement contains, or may contain, “forward-looking statements.” Generally, the words “believe,” “anticipate,” “expect,” “may,” “should,” “could,” “will,” 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 timing of payment for shares; (ii) the timing of return of shares tendered but not accepted for purchase; and (iii) 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. 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.
ALJ Regional Holdings, Inc.
Jess Ravich, 310-244-0045