News Releases

ALJ Regional Holdings, Inc. Completes Reverse Dutch Auction Tender Offer

NEW YORK, Jan. 3, 2023 /PRNewswire/ -- ALJ Regional Holdings, Inc. (OTC PINK: ALJJ) (the "Company") announced today the final results of its reverse "Dutch auction" tender offer (the "Offer"), which expired on December 29, 2022 at 12:00 midnight New York City time.

Based on the final count by the depositary for the Offer, a total of approximately 11.73 million shares were validly tendered and not withdrawn at a per share purchase price within $1.84 to $2.00 range. Based on the total number of shares tendered and the prices specified by the tendering stockholders, the Company has determined the lowest per share price that would enable the Company to purchase 10,000,000 shares of its common stock under the Offer to be $1.99 per share. In addition, the Company has determined to purchase additional 236,945 shares of its common stock tendered at $1.99 per share pursuant to its right to purchase up to an additional 2% of its common stock outstanding. As such, the Company accepted for purchase an aggregate of 10,236,945 shares of its common stock at a purchase price of $1.99 per share, for a total cost of approximately $20.37 million, excluding fees and expenses related to the Offer. The 10,236,945 shares purchased in the Offer represent approximately 28.2% of the Company's shares outstanding immediately prior to the Offer. Following consummation of the Offer, the Company expects to have approximately 26.1 million shares of outstanding common stock, excluding shares issuable for convertible debt and outstanding warrants and stock options totaling 13.2 million shares.

Payment for the shares accepted for purchase under the Offer will be made promptly, and all shares tendered and not accepted for purchase will be returned.

Okapi Partners LLC is acting as the information agent for the Offer. The depositary for the Offer is American Stock Transfer & Trust Company, LLC.

Information Regarding the Tender Offer

Stockholders may obtain documents related to the Offer for free from our website at www.aljregionalholdings.com or from the information agent for the Offer by directing such request to: Okapi Partners LLC, 1212 Avenue of the Americas, 17th Floor, New York, NY 10036, (888) 785-6709, info@okapipartners.com.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the U.S. federal securities laws about ALJ and the tender offer, 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. Although forward-looking statements contained in this 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 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.

SOURCE ALJ Regional Holdings, Inc