NEW YORK, May 23, 2023 /PRNewswire/ -- ALJ Regional Holdings, Inc. (OTC PINK: ALJJ) (the "Company" or "ALJ") announced today that the Company has determined that all conditions precedents have been satisfied to effect the reorganization merger (the "Reorganization") with ALJ NewCo, Inc. ("NewCo") pursuant to the Agreement and Plan of Merger (the "Reorganization Agreement") and its board of directors (the "Board") has resolved to effect the Reorganization by filing the certificate of merger with the Secretary of State of the State of Delaware on May 25, 2023 (the "Effective Time"). The ALJ common stock will stop trading on the OTC Markets at the close of market on Thursday, May 25, 2023 (the "Stop-Trade Time"). 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 Effective Time, all shares of ALJ common stock issued and outstanding will be cancelled and each one hundred (100) shares of ALJ common stock shall be automatically converted into the right to receive one (1) share of NewCo 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. NewCo will not issue any fractional shares of NewCo common stock ("Fractional Shares") in connection with any issuance of Stock Consideration. If a stockholder is entitled to receive any Fractional Shares in connection with receiving Stock Consideration, such stockholder will instead receive an amount in cash (rounded to the nearest whole cent) based on valuation of $1.97 per each share of ALJ common stock in lieu of such Fractional Shares.
On or about May 31, 2023, the registered holders of ALJ's common stock as of the Stop-Trade Time will receive a letter of transmittal providing instructions for surrendering their ALJ common stock and receiving their Reorganization Consideration. ALJ stockholders that hold shares in street name as of the Stop-Trade Time will receive similar instructions from their brokerage or similar accounts.
For additional details of the Reorganization, please refer to the proxy statement available on 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