ALJ Regional Holdings Inc. (ALJJ.PK) announced Friday that its stockholders approved sale of KES Acquisition Company, ALJ's majority-owned subsidiary, to Optima Specialty Steel, Inc. for $112.5 million in cash.
All of the shares voting at the special meeting of stockholders, which was held on December 21, 2012, voted in favor of the Merger, representing approximately 62% of ALJ's total outstanding shares of common stock as of the November 28, 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.
ALJ's previously announced offer to purchase up to 30 million 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.
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