ASHLAND, Ky.--()--November 19, 2012—ALJ Regional Holdings, Inc. (PINK: ALJJ) (the “Company”) announced today that it intends to commence a modified “Dutch auction” tender offer for up to 30,000,000 shares of its common stock at a price per share not greater than $0.86 and not less than $0.84.
Under the tender offer, stockholders will have the opportunity to tender some or all of their shares at a price within the $0.84 to $0.86 per share price range. Based on the number of shares tendered and the prices specified by the tendering stockholders, the Company will determine the lowest per share price within the range that will enable the Company to purchase 30,000,000 shares of its common stock or such lesser number of shares that are properly tendered. If, based on the final purchase price determined in the tender offer, more than 30,000,000 shares of common stock are properly tendered and not properly withdrawn, then the Company will purchase shares tendered by such stockholders at or below the per share purchase price on a pro rata basis as specified in the offer to purchase. The Company also reserves the right to purchase up to an additional 2% of its common shares outstanding or reduce the number of shares it is purchasing below 30,000,000, if necessary in order to preserve its ability to use its net operating losses to offset federal income taxes in the future, without amending or extending the tender offer.
Stockholders whose shares are purchased in the offer will be paid the determined purchase price per share net in cash, less applicable withholding taxes and without interest, after the expiration of the offer period. The offer is not contingent upon any minimum number of shares being tendered, but is contingent upon the closing of the merger announced today between KES Acquisition Company dba Kentucky Electric Steel, the Company’s majority owned subsidiary, and KES Optima Acquisition Inc., the wholly owned subsidiary of Optima Specialty Steel, Inc. The merger involves several conditions to closing, including that the buyer secure financing for the acquisition. The offer is subject to a number of other terms and conditions specified in the offer to purchase that is being distributed to stockholders. The offer will expire at 12:00 midnight, New York City time, on December 24, 2012, unless extended by the Company.
A stockholder holding substantially in excess of 5% of the Company’s common stock has agreed to tender his shares in the tender offer and to vote in favor of the merger. Jess Ravich, the Company’s Chairman, has agreed not to tender any of his shares in the tender offer and to vote in favor of the merger.
The information agent for the offer is AST Phoenix Advisors. None of the Company, its board of directors or the information agent is making any recommendation to stockholders as to whether to tender or refrain from tendering their shares into the tender offer. Stockholders must decide how many shares they will tender, if any, and the price within the stated range at which they will offer their shares for purchase by the Company.
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 the Company’s common stock. The offer is being made solely by the offer to purchase and the related letter of transmittal. Investors are urged to read the offer to purchase and the related letter of transmittal because they contain important information. Investors may obtain each of these documents for free from AST Phoenix Advisors, the information agent for the tender offer, by directing such request to: AST Phoenix Advisors, 110 Wall Street, 27th Floor, New York, NY 10005, (877) 478-5038.
For further information regarding the merger announced today between KES Acquisition Company dba Kentucky Electric Steel, the Company’s majority owned subsidiary, and KES Optima Acquisition Inc., the wholly owned subsidiary of Optima Specialty Steel, Inc., investors are urged to read the Company’s current report dated November 18, 2012 posted at www.pinksheets.com and at www.aljregionalholdings.com.