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 Tendered Warrants may be withdrawn by holders at any time prior to the Expiration Date. In addition, tendered Warrants may be withdrawn by holders at any time after the expiration of forty business days from the commencement of the Offer, if the Warrants have not yet been accepted by the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 Boa 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 Boa Securities
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