NEW YORK, June 17, 2023 /PRNewswire/ -- On May 25, 2023, ALJ Regional Holdings, Inc. completed a reorganization merger (the “Merger”) with ALJ NewCo, Inc. (“NewCo”), with NewCo surviving the Merger and changing its name to ALJ Regional Holdings, Inc. (the “Company”) immediately following the Merger. In connection with the Merger, the stockholders of ALJ Regional Holdings, Inc. that existed prior to the Merger (the “Legacy ALJ”) became entitled to receive $1.97 per each share of Legacy ALJ common stock (the “Cash Consideration”) or, if certain eligibility criteria are met, one (1) share of the Company common stock for each one hundred (100) shares of Legacy ALJ common stock (the “Stock Consideration,” and together with the Cash Consideration, the “Consideration”) in an exchange process (the “Exchange Process”).
On or about June 5, 2023, the Company commenced the Exchange Process by mailing the letter of transmittal (the “Letter of Transmittal”) to Legacy ALJ’s stockholders of record through its exchange agent, American Stock Transfer & Trust Company LLC (the “Exchange Agent”), and publishing the broker letter that contained instructions for street holder accounts to receive the Consideration (collectively, the “Exchange Materials”). Pursuant to the Exchange Materials, Legacy ALJ stockholders who are eligible to receive the Stock Consideration were required to submit an investor verification form as instructed in the Exchange Materials by June 20, 2023 (the “Submission Deadline”) and complete the verification process by July 5, 2023 (the “Verification Deadline”). In light of certain administrative delays reported by various street holder accounts related to the Exchange Process, the Company has determined to extend (i) the Submission Deadline from June 20, 2023 to July 7, 2023 and (ii) the Verification Deadline from July 5, 2023 to July 21, 2023. As a result, the stockholders of Legacy ALJ will have until July 21, 2023 to complete the Exchange Process.
If any registered stockholder of Legacy ALJ has not received the Letter of Transmittal by June 21, 2023 or has any question about the Exchange Process, we encourage such stockholder to reach out to our Exchange Agent at (877) 248-6417 or (718) 921-8317.
If any stockholder of Legacy ALJ who holds the shares in street name through a broker or bank does not receive instructions about the Exchange Process from its broker or bank by June 21, 2023 or has any question about the Exchange Process, we encourage such stockholder to reach out to our information agent, D.F. King & Co., Inc., at (212) 269-5550 or firstname.lastname@example.org.
This press release contains “forward-looking statements” within the meaning of the U.S. federal securities laws about ALJ and the Exchange Process, including but not limited to all statements about the timing of the Exchange Process as well as the Company's ability to complete the Exchange Process 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 Exchange Process, 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.