ALJ Regional Holdings, Inc. Adopts Stockholder Rights Plan Structured to Preserve Value of Net Operating Losses.ASHLAND, Ky. -- Today, ALJ ALJ Administrative Law Judge ALJ Association for Legal Justice (Northern Ireland) Regional Holdings, Inc. (Pink Sheets: ALJJ) ("ALJ") announced that its Board of Directors has adopted a stockholder rights plan (the "Rights Plan") designed to preserve stockholder value and the value of certain tax assets primarily associated with net operating loss carryforwards Net operating loss carryforwards Application of losses to offset earnings in future years. ("NOLs") and built in losses under Section 382 of the Internal Revenue Code The Internal Revenue Code is the body of law that codifies all federal tax laws, including income, estate, gift, excise, alcohol, tobacco, and employment taxes. These laws constitute title 26 of the U.S. Code (26 U.S.C.A. § 1 et seq. . ALJ's ability to use its NOLs and built in losses would be limited, if there was an "ownership change" under Section 382. This would occur if stockholders owning (or deemed under Section 382 to own) 5% or more of ALJ's stock by value increase their collective ownership of the aggregate amount of ALJ's stock by more than 50 percentage points over a defined period of time. The Rights Plan was adopted to reduce the likelihood of an "ownership change" occurring as defined by Section 382. In connection with the Rights Plan, ALJ has declared a dividend of one preferred share purchase right for each share of its common stock outstanding as of the close of business on May 21, 2009. Pursuant to the Rights Plan, any stockholder or group that acquires beneficial ownership of 4.9 percent or more of ALJ's outstanding stock (an "Acquiring Person") without the approval of ALJ's Board of Directors would be subjected to significant dilution of its holdings. Any existing stockholder holding 4.9% or more of ALJ's stock will not be considered an Acquiring Person unless such stockholder acquires additional stock of ALJ; provided, however, that existing stockholders actually known to ALJ to hold 4.9% or more of its stock as of April 30, 2009 will be permitted to purchase up to an additional 5% of ALJ's stock without triggering the Rights Plan. In addition, in its discretion, the Board of Directors may exempt certain persons whose acquisition of securities is determined by the Board not to jeopardize jeop·ard·ize tr.v. jeop·ard·ized, jeop·ard·iz·ing, jeop·ard·izes To expose to loss or injury; imperil. See Synonyms at endanger. ALJ's deferred tax assets and may also exempt certain transactions. The Rights Plan was not adopted as an anti-takeover measure Anti-Takeover Measure Measures taken on a continual or sporadic basis by a firm's management in order to prevent or deter unwanted takeovers. Notes: Companies have many different options for preventing takeovers. . The Rights Plan will continue in effect until May 13, 2019, unless it is terminated or redeemed earlier by the Board of Directors. ALJ plans to submit the continuation of the Rights Plan to a stockholder vote at ALJ's 2009 annual meeting of stockholders, to be held on June 4, 2009, and the failure to obtain this approval by May 13, 2014, will result in termination of the Rights Plan. On or prior to May 15, 2009 the Rights Plan will be filed by ALJ with the Pink Sheets News Service as an annex to its proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. for its 2009 annual meeting of stockholders and will be available at www.pinksheets.com. This filing will contain additional information regarding the terms and conditions of the Rights Plan. In addition, stockholders of record of ALJ as of May 13, 2009 will be mailed a detailed summary of the Rights Plan as part of ALJ's proxy solicitation for its 2009 Annual Meeting of Stockholders. About ALJ Regional Holdings, Inc. ALJ is the parent company of KES KES In currencies, this is the abbreviation for the Kenyan Shilling. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. Acquisition Company dba Kentucky Electric Steel, the owner and operator of a steel mini-mill near Ashland, Kentucky Ashland is a city located in Boyd County, Kentucky, USA, nestled along the banks of the Ohio River. The population was 21,981 at the 2000 census. Ashland is a part of the Huntington-Ashland, WV-KY-OH, Metropolitan Statistical Area (MSA). producing both merchant bar quality flats (MBQ MBQ Mohawks of the Bay of Quinte (Ontario, Canada) MBq Megabecquerel (SI) MBQ Metal Boat Quarterly MBQ McBurger Queen (comic) MBQ Muhammad Bin Qasim Bar Flats), and special bar quality steel flats (SBQ SBQ Sociedade Brasileira de Quimica (Portugese) SBQ Special Bar Quality Bar Flats). This press release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. . Such statements include information regarding ALJ's expectations, goals or intentions regarding the future, including but not limited to statements regarding ALJ's ability to preserve stockholder value and the value of tax assets and ability to utilize NOLs and built in losses to offset federal income taxes. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. Among the factors that could cause actual results to differ materially are changes in ALJ's stock price, liquidity needs, market fluctuations or the occurrence of an "ownership change." Additional factors that could cause actual results to differ are discussed in ALJ's Annual Report for the fiscal year ended September 30, 2008 and in its other periodic reports issued through the Pink Sheets News Service and available at www.pinksheets.com. All forward-looking statements in this release are made as of the date hereof and ALJ assumes no obligation to update any forward-looking statement. |
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