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SOURCE ALJ Regional Holdings, Inc.
NEW YORK, Oct. 18, 2013 /PRNewswire/ -- ALJ Regional Holdings, Inc. (Pink Sheets: ALJJ) ("ALJ") today announced that it has acquired substantially all of the capital stock of Faneuil, Inc. Faneuil is a leading provider of outsourcing and co-sourced services to both commercial and government entities in the healthcare, utility, toll and transportation industries. ALJ acquired Faneuil from Harland Clarke Holdings Corp., a wholly owned subsidiary of MacAndrews & Forbes Holdings Inc. ("Harland Clarke"). The aggregate consideration for the acquisition of all of Faneuil's outstanding stock was $53 million, consisting of $25 million in cash, a contribution of $500,000 in cash for working capital purposes, 3,000,000 shares of ALJ common stock valued at $2,500,000 and a seller note for $25 million. ALJ acquired 96.43% of Faneuil's outstanding capital stock and the remaining 3.57% was acquired by Faneuil's Chief Executive Officer. Additionally, Faneuil's obligations under the seller note are secured by a pledge of ALJ's stock of Faneuil and the stock of Faneuil's subsidiaries, subject to certain limitations.
Faneuil will continue under the leadership of its CEO, Anna Van Buren, and the remainder of its management team. "ALJ has been looking to acquire an operating business since the sale of its former operating subsidiary, KES Acquisition Company, earlier this year. We believe that Faneuil, with its broad array of business process outsourcing services, and under the strong leadership of Anna and her management team, represents a promising strategic opportunity for ALJ and its stockholders. We are particularly excited that Anna, through her direct ownership in Faneuil, and Harland Clarke, through its ownership in ALJ, will be our partners in this endeavor" said Jess Ravich, ALJ's Executive Chairman. Anna Van Buren added, "this is an exciting time for Faneuil, and I look forward to working with Jess and the ALJ team to build on our success."
In connection with the transaction, ALJ's board will be expanded from five to seven members. Ms. Van Buren will join the Board as a Class III director. In addition, Michael Borofsky, a representative of Harland Clarke Holdings Corp., will join the board as a Class III director.
Anna M. Van Buren was appointed President and Chief Executive Officer of Faneuil, in April 2009, after previously serving as President and Chief Operating Officer from 2007 to 2009, as Vice President and Managing Director of Faneuil's Government Services Division from 2005 to 2007, and as its Vice President of Business Development from 2004 to 2005. Prior to her association with Faneuil, Ms. Van Buren founded Capital Initiatives, a consulting service for clients seeking visibility among federal lawmakers with the objective of encouraging legislative action, and operated numerous government services and marketing companies.
Ms. Van Buren has served in leadership roles for many civic and business organizations including chairmanship of the United Way of the Virginia Peninsula, the Peninsula Chamber of Commerce, and the NASA Aeronautics Support Team. She is the recipient of numerous awards including the Women in Business Achievement Award by Inside Business Magazine, the Presidential Citizenship Award from Hampton University and the NCCJ Humanitarian Award. Ms. Van Buren holds a degree from Hollins University and the University of Virginia Executive School.
Michael Borofsky is Senior Vice President of MacAndrews & Forbes. Prior to joining MacAndrews & Forbes in 2003, Mr. Borofsky was with the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, where he specialized in mergers & acquisitions, and was an analyst in the treasury group of Goldman Sachs Group, Inc.
ALJ was advised by Morrison & Foerster LLP in these transactions. Harland Clarke was advised by Houlihan Lokey and Skadden, Arps, Slate, Meagher & Flom LLP in these transactions.
This announcement contains, or may contain, "forward-looking statements." Generally, the words "believe," "anticipate," "expect," "may," "should," "could," and other future-oriented terms identify forward-looking statements. Forward-looking statements include, but are not limited to, statements relating to the opportunity that the acquisition of Faneuil represents for ALJ and its stockholders and the continued success of Faneuil's business. These forward-looking statements are based upon the current beliefs and expectations of the management of ALJ and involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements.
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