ALJ Regional Holdings, Inc. announced Friday that the ALJ stockholders approved the previously announced sale of KES Acquisition Company, ALJ's majority-owned subsidiary, to Optima Specialty Steel, Inc. for $112.5 million in cash, pursuant to the terms of the agreement and plan of merger, dated November 18, 2012, between ALJ, Optima, KES and KES Optima Acquisition Inc., a wholly owned subsidiary of Optima. ALJ is the parent company of KES, the owner and operator of a steel mini-mill near Ashland, Kentucky producing both merchant bar quality flats (MBQ Bar Flats), and special bar quality steel flats (SBQ Bar Flats).
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 percent 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 said that it 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, the company cannot estimate when, or if, the merger will close.