ALJ Regional Holdings, Inc. Commences Tender Offer to Purchase Up to 10,000,000 Shares of Its Common Stock
NEW YORK, Dec. 1, 2022 /PRNewswire/ -- ALJ Regional Holdings, Inc. (OTC:ALJJ) (the "Company") announced today that it is commencing a reverse "Dutch auction" tender offer for up to 10,000,000 shares of its common stock at a price per share not greater than $2.00 and not less than $1.84.
Under the tender offer, stockholders will have the opportunity to tender some or all of their shares of common stock at a price within the $1.84 to $2.00 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 10,000,000 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determined in the tender offer, more than 10,000,000 shares of common stock are properly tendered and not properly withdrawn, then the Company will purchase shares tendered by such stockholders at or below the per share purchase price on a pro rata basis as specified in the offer to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 10,000,000 shares without amending or extending the tender offer.
Stockholders whose shares are purchased in the tender 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 tender offer is not contingent upon any minimum number of shares being tendered but is subject to a number of other customary terms and conditions specified in the offer to purchase that is being distributed to stockholders. The tender offer will expire at 12:00 midnight, New York City time, on December 29, 2022, unless extended by the Company. The Company expressly reserves the right for any reason, subject to applicable law and as set forth in the offer to purchase, to extend, abandon, terminate or amend the tender offer. Any shares purchased pursuant to the tender offer will be cancelled, and those shares will cease to be outstanding.
The Company expects to fund purchases of shares tendered in the tender offer with cash on hand.
The Company's board of directors has approved the tender offer and believes the reverse "Dutch auction" tender offer is a mechanism that affords all stockholders with the opportunity to tender all or a portion of their shares, and also affords stockholders the option not to participate and, thereby, to increase their relative percentage interest in the Company. In addition, the Company's board of directors believes the tender offer provides stockholders with an opportunity to obtain liquidity with respect to all or a portion of their shares, with less potential disruption to the share price and the usual transaction costs inherent in open market purchases and sales. However, none of the Company, its board of directors, the information agent or the depositary is making any recommendation to stockholders as to whether to tender or refrain from tendering their shares into the tender offer. Stockholders are urged to evaluate carefully all information contained in the offer materials, consult their own investment and tax advisors, and make their own decision whether to tender, how many shares to tender and the price within the stated range at which they will offer their shares for purchase by the Company.
The information agent for the tender offer is Okapi Partners LLC. The depositary for the tender offer is American Stock Transfer & Trust Company, LLC.
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 tender offer is being made solely by the offer to purchase, the letter of transmittal and related offer materials that the Company will send to its stockholders, as they may be amended or supplemented. Stockholders are urged to read the offer to purchase, the letter of transmittal and related offer materials because they contain important information, including the terms and conditions of the tender offer. Stockholders may obtain each of these documents for free from the information agent for the tender offer by directing such request to: Okapi Partners LLC, 1212 Avenue of the Americas, 17th Floor, New York, NY 10036, (888) 785-6709, [email protected].
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," "target," "continue," "sustain, "synergy," "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 satisfaction of the conditions to the tender offer, 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 presentation 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.
ALJ Regional Holdings, Inc. 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 Realtime Digital Innovations, Inc. d/b/a Vistio, a provider of workflow automation and business intelligence services to Faneuil and other unrelated companies; (iii) 99% owner of QOF; and (iv) 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.
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SOURCE ALJ Regional Holdings, Inc