Allego N.V. (NYSE: ALLG) (“Allego” or the
“Company”) today announced the extension of the expiration
date of its exchange offer (the “Offer”) and consent
solicitation (the “Consent Solicitation”) relating to its
outstanding warrants to purchase ordinary shares of the Company,
nominal value € 0.12 per share (the “Ordinary Shares”),
which warrants trade on the New York Stock Exchange (the
“NYSE”) under the symbol “ALLG.WS” (the “Warrants”).
As a result of the extension, the Offer is now scheduled to expire
at Midnight (end of day), Eastern Time, on September 28, 2023, or
such later time and date to which the Company may extend, as
described in the Company’s Schedule TO and Prospectus/Offer to
Exchange (the “Expiration Date”). Tendered Warrants may be
withdrawn by holders at any time prior to the Expiration Date. In
addition, tendered Warrants may be withdrawn by holders at any time
after the expiration of forty business days from the commencement
of the Offer, if the Warrants have not yet been accepted by the
Company for exchange.
The Offer and Consent Solicitation were previously scheduled to
expire at Midnight (end of day), Eastern Time, on September 22,
2023. The other terms of the Offer and Consent Solicitation are as
set forth in the Prospectus/Offer to Exchange dated August 25,
2023, and Schedule TO, dated August 25, 2023, each as amended and
supplemented from time to time, and each of which have been filed
with the U.S. Securities and Exchange Commission (“SEC”) and
more fully set forth the terms and conditions of the Offer and
Consent Solicitation.
Concurrently with the Offer, the Company is also soliciting
consents from holders of the Warrants to amend the warrant
agreement that governs all of the Warrants (the “Warrant
Agreement”) to permit the Company to require that each Warrant
that is outstanding upon the closing of the Offer be converted into
0.207 Ordinary Shares, which is a ratio 10% less than the exchange
ratio applicable to the Offer (the “Warrant Amendment”).
Pursuant to the terms of the Warrant Agreement, all except certain
specified modifications or amendments require the vote or written
consent of holders of at least 50% of the number of the then
outstanding Warrants. Parties representing approximately 30.4% of
the Warrants have agreed to tender their Warrants in the Offer and
to consent to the Warrant Amendment in the Consent Solicitation,
pursuant to a tender and support agreement. Accordingly, if holders
of an additional approximately 19.6% of the outstanding Warrants
consent to the Warrant Amendment in the Consent Solicitation, and
the other conditions of the Offer are satisfied or waived, then the
Warrant Amendment will be adopted.
As of 5:00 p.m., Eastern Time, on September 21, 2023, 6,793,364
Warrants, or approximately 49.2% of the outstanding Warrants, had
been validly tendered and not validly withdrawn.
The Company’s Ordinary Shares and Warrants are listed on the
NYSE under the symbols “ALLG” and “ALLG.WS,” respectively. As of
September 18, 2023, a total of 13,799,948 Warrants were
outstanding.
The Company has engaged BofA Securities, Inc. as the dealer
manager for the Offer and Consent Solicitation. Any questions or
requests for assistance concerning the Offer and Consent
Solicitation may be directed to BofA Securities, Inc. at:
BofA Securities NC1-022-02-25 201 North Tryon Street Charlotte,
NC 28255-0001 Attn: Prospectus Department Email:
dg.prospectus_requests@bofa.com
D.F. King & Co., Inc. has been appointed as the information
agent for the Offer and Consent Solicitation, and Continental Stock
Transfer & Trust Company has been appointed as the exchange
agent. Requests for documents should be directed to D.F. King &
Co., Inc. at (800) 967-7635 (for warrant holders) or (212) 269-5550
(for banks and brokers) or via the following email address:
allego@dfking.com.
Important Additional Information Has Been Filed with the
SEC
Copies of the Schedule TO and Prospectus/Offer to Exchange will
be available free of charge at the website of the SEC at
www.sec.gov. Requests for documents may also be directed to D.F.
King & Co., Inc. at (800) 967-7635 (for warrant holders) or
(212) 269-5550 (for banks and brokers) or via the following email
address: allego@dfking.com. A registration statement on Form F-4
relating to the securities to be issued in the Offer has been filed
with the SEC but has not yet become effective. Such securities may
not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective.
This press release is for informational purposes only and shall
not constitute an offer to purchase or a solicitation of an offer
to sell the Warrants or an offer to sell or a solicitation of an
offer to buy any Ordinary Shares in any state in which such offer,
solicitation or sale would be unlawful before registration or
qualification under the laws of any such state. The Offer and
Consent Solicitation are being made only through the Schedule TO
and Prospectus/Offer to Exchange, and the complete terms and
conditions of the Offer and Consent Solicitation are set forth in
the Schedule TO and Prospectus/Offer to Exchange.
Holders of the Warrants are urged to read the Schedule TO and
Prospectus/Offer to Exchange carefully before making any decision
with respect to the Offer and Consent Solicitation because they
contain important information, including the various terms of, and
conditions to, the Offer and Consent Solicitation.
None of the Company, any of its management or its board of
directors, or the information agent, the exchange agent or the
dealer manager makes any recommendation as to whether or not
holders of Warrants should tender Warrants for exchange in the
Offer or consent to the Warrant Amendment in the Consent
Solicitation.
About Allego
Allego is a leading provider of electric vehicle charging
solutions, dedicated to accelerating the transition to electric
mobility with 100% renewable energy. Allego has developed a
comprehensive portfolio of innovative charging infrastructure and
proprietary software, including its Allamo and EV Cloud software
platforms. With a network of almost 35,000 charging ports (and
counting) spanning 15 countries, Allego delivers independent,
reliable, and safe charging solutions, agnostic of vehicle model or
network affiliation. Founded in 2013 and publicly listed on the
NYSE in 2022, Allego now employs a team of 220 people striving
every day to make charging accessible, sustainable, and enjoyable
for all.
Forward-Looking
Statements
All statements other than statements of historical facts
contained in this press release are forward-looking statements
within the meaning of U.S. federal securities laws, including
statements about the expiration date for the Offer and Consent
Solicitation. Forward-looking statements may generally be
identified by the use of words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,”, “project,” “forecast,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” “target” or other similar
expressions (or the negative versions of such words or expressions)
that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, without limitation, Allego’s expectations with respect to
future performance. These forward-looking statements involve
significant risks and uncertainties that could cause the actual
results to differ materially, and potentially adversely, from those
expressed or implied in the forward-looking statements. Most of
these factors are outside Allego’s control and are difficult to
predict. Factors that may cause such differences include, but are
not limited to: (i) changes adversely affecting Allego’s business,
(ii) the price and availability of electricity and other energy
sources, (iii) the risks associated with vulnerability to industry
downturns and regional or national downturns, (iv) fluctuations in
Allego’s revenue and operating results, (v) unfavorable conditions
or further disruptions in the capital and credit markets, (vi)
Allego’s ability to generate cash, service indebtedness and incur
additional indebtedness, (vii) competition from existing and new
competitors, (viii) the growth of the electric vehicle market, (ix)
Allego’s ability to integrate any businesses it may acquire, (x)
Allego’s ability to recruit and retain experienced personnel, (xi)
risks related to legal proceedings or claims, including liability
claims, (xii) Allego’s dependence on third-party contractors to
provide various services, (xiii) data security breaches or other
network outage, (xiv) Allego’s ability to obtain additional capital
on commercially reasonable terms, (xv) Allego’s ability to
remediate its material weaknesses in internal control over
financial reporting, (xvi) the impact of COVID-19, including
COVID-19 related supply chain disruptions and expense increases,
(xvii) general economic or political conditions, including the
Russia/Ukraine conflict or increased trade restrictions between the
United States, Russia, China and other countries, and (xviii) other
factors detailed under the section entitled “Risk Factors” in
Allego’s filings with the Securities and Exchange Commission. The
foregoing list of factors is not exclusive. If any of these risks
materialize or Allego’s assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
Allego presently does not know or that Allego currently believes
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect Allego’s expectations, plans or
forecasts of future events and views as of the date of this press
release. Allego anticipates that subsequent events and developments
will cause Allego’s assessments to change. However, while Allego
may elect to update these forward-looking statements at some point
in the future, Allego specifically disclaims any obligation to do
so, unless required by applicable law. These forward-looking
statements should not be relied upon as representing Allego’s
assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Disclaimer
This press release is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy, any securities, nor shall there be any
sale, issuance or transfer or securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
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Allego NV (NYSE:ALLG)
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