ALJ Regional Holdings, Inc announced that the ALJ stockholders approved the previously announced sale of KES Acquisition Company, ALJ’s majority owned subsidiary to Optima Specialty Steel, Inc for USD 112.5 million in cash pursuant to the terms of the Agreement and Plan of Merger, dated November 18th 2012, between ALJ, Optima, KES and KES Optima Acquisition Inc a wholly owned subsidiary of Optima (the “Merger Agreement”).
All of the shares voting at the special meeting of stockholders, which was held on December 21st 2012, voted in favor of the Merger, representing approximately 62% of ALJ’s total outstanding shares of common stock as of the November 28th 2012 record date.
The approval of the stockholders of ALJ was one of the remaining conditions to the closing of the Merger. The Merger remains subject to other customary closing conditions as specified in the Merger Agreement, including Optima securing sufficient financing to complete the transaction. We cannot estimate when, or if, Optima will secure financing or when, or if, the other conditions to closing in the Merger Agreement will be satisfied. Therefore, we cannot estimate when, or if, the Merger will close.
ALJ’s previously announced offer to purchase up to 30,000,000 shares of its outstanding common stock under its modified “Dutch auction” tender offer remains open and is currently set to expire at 12:00 midnight, New York City time, on January 17, 2013, unless further extended. The tender offer is conditioned upon completion of the Merger, which, in turn, is conditioned upon Optima securing sufficient financing.