Announcement • Aug 02
Madeleine Charging B.V. completed a tender offer to acquire 14.18% minority stake in Allego N.V. (NYSE:ALLG) from Ap Spartan Energy Holdings III (PPW), LLC, AP Spartan Energy Holdings III (PIPE), LLC, AP Spartan Energy Holdings III, L.P and others for approximately $65 million.
Madeleine Charging B.V. entered into definitive agreement to launch a tender offer to acquire remaining 27% stake in Allego N.V. (NYSE:ALLG) from Ap Spartan Energy Holdings III (PPW), LLC, AP Spartan Energy Holdings III (PIPE), LLC, AP Spartan Energy Holdings III, L.P and others for approximately $130 million on June 17, 2024. Purchaser entered into a letter agreement, dated June 16, 2024. Meridiam will pay $1.7 per share. RSUs outstanding relating to an aggregate of 1,740,756 Shares. 273,030,790 Shares issued and outstanding, as of the date of this Offer to Purchase, Purchaser owns 197,837,067 shares. Madeleine currently owns approximately 72.45% of all issued and outstanding shares of Allego. Madeleine Charging will launch a offer followed by Allego’s voluntarily delisting of the Shares from the New York Stock Exchange i.e., the Company shall procure the delisting of the Ordinary Shares from the NYSE as soon as possible after the Closing Date, and the Company shall take, or cause to be taken, all actions, and do, or cause to be done, all things reasonably necessary, proper or advisable to procure the Delisting.
The offer is subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to the Offeror’s obligation to pay for or return Tendered Shares promptly after the termination or withdrawal of the Offer), the Offeror shall not be obligated to accept for payment, and pay for, any Tendered Shares unless, as of immediately prior to the applicable Expiration Time, all of the Offer Conditions set forth in Schedule 1 have been satisfied or waived (to the extent that such waiver is permitted by applicable Laws) and the Offer Conditions are for the sole benefit of the Offeror and may be waived (either in whole or in part) by the Offeror at any time, in its sole discretion, by written notice to the Company, except to the extent that such waiver is not permitted by applicable Laws. The Offer Conditions shall be in addition to, and not a limitation of, the rights and obligations of the Offeror and the Company (to the extent applicable) to extend, terminate, amend or modify the Offer in accordance with the terms and conditions of this TFA and applicable Laws. The completion of the Offer is not subject to any conditions requiring a minimum number of tendered Shares, the receipt of any regulatory or third-party approvals, or the completion of any financing to provide funding for the Offer. The deal has been unanimously approved by the board. Allego shareholders are not required to tender their Shares in the Offer, and Meridiam does not intend to pursue a squeeze-out of any minority Allego shareholders. The transaction is expected to complete in the third quarter of 2024. No Shareholder Approval. We will not be seeking the approval of the Unaffiliated Private Shareholders before effecting the Delisting. No Appraisal Rights. Subject to certain exceptions, Dutch law does not recognize the concept of appraisal or dissenters’ rights. Company shareholders are not entitled to appraisal rights with respect to the Offer. Parent and Purchaser are not currently aware of any pre-closing antitrust or competition law filings, any filings or approvals relating to any foreign investment laws or regimes required in connection with the transactions contemplated by the Transaction Framework Agreement.
Morgan Stanley B.V. acted as financial advisor for Madeleine Charging B.V. Olivier Valk and David Ingles of Allen Overy Shearman Sterling LLP acted as legal advisor for Madeleine Charging B.V. Citigroup Global Markets Europe AG acted as financial advisor for Allego N.V. Matthew J. Gilroy and Amanda Fenster of Weil, Gotshal & Manges LLP acted as legal advisor for Allego N.V. Paul van der Bijl and Stefan Wissing, and Dirk Panis, Sanne Mesu , Mirjam van de Hel - Koedoot, Aalt Colenbrander, Homme ten Have, and Peter Vogels of NautaDutilh N.V. acted as legal advisor for Allego N.V. UBS Securities LLC acted as financial advisor and provided fairness opinion to the Transaction Committee of Allego. Innisfree acted as information agent and Broadridge Corporate Issuer Solutions, LLC- acted as depository to Allego.
Madeleine Charging B.V. completed a tender offer to acquire 14.18% minority stake in Allego N.V. (NYSE:ALLG) from Ap Spartan Energy Holdings III (PPW), LLC, AP Spartan Energy Holdings III (PIPE), LLC, AP Spartan Energy Holdings III, L.P and others for approximately $65 million on July 31, 2024. The Offer expired and was not extended. A total of 38,718,988 Shares were properly tendered and not withdrawn, and Meridiam has accepted for purchase all such Shares. As a result of completion of the Offer, Meridiam holds 236,556,055 Shares representing approximately 86.6% of the total outstanding Shares of the Company. The parties intend to take all steps necessary to effect the delisting of the Shares as promptly as possible and anticipate that the delisting will be effective in August 2024. Allego seeks to delist the Shares based on, among other things, the belief that its management may have greater flexibility, as a private company, to focus on improving its long-term financial performance without the pressures caused by the public equity market’s valuation of the Company and emphasis on short-term period-to-period performance. The Company has not arranged to list or register the Shares on another national securities exchange. As of August 2, 2024, Allego N.V. Voluntarily Delisting from the New York Stock Exchange as it intends to file a Form 25 with the U.S. Securities and Exchange Commission (“SEC”) on August 12, 2024, relating to the delisting of the Shares, in accordance with Rule 12d2-2 promulgated under the Securities Exchange Act of 1934, as amended, which delisting is expected to take effect ten days thereafter.
