ALJ REGIONAL HOLDINGS, INC. ANNOUNCES A SPECIAL STOCKHOLDER MEETING

ALJ Regional Holdings, Inc. (OTC PINK: ALJJ) has announced a special meeting for stockholders on May 10, 2023, at Shearman & Sterling LLP in Menlo Park, CA.

Rhea-AI Summary

ALJ Regional Holdings, Inc. (OTC PINK: ALJJ) has announced a special meeting for stockholders on May 10, 2023, at Shearman & Sterling LLP in Menlo Park, CA. The meeting aims to vote on two proposals: (1) the adoption of a merger agreement with ALJ NewCo, Inc., converting ALJ shares into NewCo shares at a rate of 1:100, or $1.97 in cash for non-accredited investors; (2) approval of the adjournment of the meeting for additional proxy solicitation if necessary. The Board recommends a FOR vote on both proposals. A proxy statement will be mailed to stockholders as of the record date, March 31, 2023, and available online.

Positive

• The merger with NewCo may provide a fresh capital structure and operational efficiency.
• Shareholders will have the option for cash conversion if they are not accredited investors.

Negative

• The conversion rate of 1:100 may dilute existing shareholder value significantly.
• The need for additional proxy solicitation indicates potential challenges in securing the necessary votes.

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NEW YORK, April 11, 2023 /PRNewswire/ -- ALJ Regional Holdings, Inc. (OTC PINK: ALJJ) (the "Company") announced that it will be holding a special meeting (the "Special Meeting") of stockholders on May 10, 2023 at the offices of Shearman & Sterling LLP, located at 1460 EL Camino Real, 2^nd Floor, Menlo Park, CA 94025. A proxy statement containing proposals for the Special Meeting will be mailed to the stockholders as of the record date of the Special Meeting, March 31, 2023, on or about April 13, 2023.

The Special Meeting is being held to vote on two proposals: (1) to adopt and approve the Agreement and Plan of Merger by and between ALJ Regional Holdings, Inc. and ALJ NewCo, Inc. ("NewCo") (the "Reorganization") pursuant to which, among other items, (A) each outstanding share of ALJ common stock will be converted automatically into the right of a stockholder to receive one (1) share of NewCo common stock, par value $0.01 per share (the "NewCo Shares"), for each one hundred (100) shares of ALJ common stock, par value $0.01 per share, 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, an "Accredited Investor"), in which case such stockholder will instead be entitled to receive $1.97 per share in cash in lieu of the NewCo Shares, and (B) the existing ALJ stockholders who become stockholders of NewCo will be able to act by written consent in lieu of an annual or special meeting of the stockholders; and (2) to approve the adjournment or postponement of the special meeting to another date, time or place, if necessary or appropriate, for the purpose of soliciting additional proxies for the proposal to be acted upon at the special meeting in the event that there are insufficient votes at the time of the special meeting or any adjournment thereof to approve the foregoing proposal.

The Board unanimously recommends that the stockholders vote "FOR" the proposal to approve the Reorganization and "FOR" each of the other proposals to be voted upon at the Special Meeting.

The Company encourages all stockholders to read the proxy statement, mailed to all record holders as of the record date and available on the website of OTC Markets at https://www.otcmarkets.com as well as our website at www.aljregionalholdings.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, 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 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 ALJ Vistio QOZB LLC 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.

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SOURCE ALJ Regional Holdings, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the purpose of ALJJ's special meeting on May 10, 2023?

The meeting aims to vote on a merger agreement with ALJ NewCo, Inc. and the adjournment of the meeting if necessary.

What will happen to my ALJJ shares in the merger?

Each outstanding share of ALJ will convert into the right to receive one share of NewCo for every 100 shares held, or $1.97 in cash for non-accredited investors.

When was the record date for the special meeting of ALJ Regional Holdings?

The record date for the special meeting was March 31, 2023.

How can I participate in the vote for the special meeting?

Stockholders can participate in the vote by reviewing the mailed proxy statement and voting accordingly.