Filed by Legato Merger
Corp.
Pursuant to Rule 425 under
the Securities Act of 1933
and deemed filed pursuant
to Rule 14a-12
under the Securities Exchange
Act of 1934
Form F-4 File No.: 333-257732
Subject Company: Legato
Merger Corp.
(Commission File No. 001-39906)
Legato Merger Corp.
Announces Date for Special Meeting to Approve Proposed Business Combination with Algoma Steel
Meeting Scheduled
for October 14, 2021
Stockholders of Record
as of August 18, 2021 are Eligible to Vote at Special Meeting
NEW YORK, NY, Sept. 22, 2021 (GLOBE NEWSWIRE)
-- Legato Merger Corp. (“Legato”) (Nasdaq: LEGOU, LEGO, LEGOW), a publicly traded special purpose acquisition company, today
announced that its Special Meeting of Stockholders (the “Special Meeting”) has been set for October 14, 2021 at 11:00 a.m.EST.
Stockholders of record as of August 18, 2021 (the “Record Date”) are eligible to vote at the Special Meeting to consider
the previously announced business combination with Algoma Steel Group Inc. (“Algoma” or the “Company”), a fully
integrated producer of hot and cold rolled steel products including sheet and plate..
About Algoma Steel
Based in Sault Ste. Marie, Ontario, Canada,
Algoma is a fully integrated producer of hot and cold rolled steel products including sheet and plate. With a current raw steel production
capacity of an estimated 2.8 million tons per year, Algoma’s size and diverse capabilities enable it to deliver responsive, customer-driven
product solutions straight from the ladle to direct applications in the automotive, construction, energy, defense, and manufacturing
sectors. Algoma is a key supplier of steel products to customers in Canada and Midwest USA and is the only producer of plate steel products
in Canada. The Company’s mill is one of the lowest cost producers of hot rolled sheet steel (HRC) in North America owing in part
to its state-of-the-art Direct Strip Production Complex (“DSPC”), which is the newest thin slab caster in North America with
direct coupling to a basic oxygen furnace (BOF) melt shop.
Algoma has achieved several meaningful improvements
over the last several years that are expected to result in enhanced long-term profitability for the business. Algoma has modernized its
DSPC facility and recently installed its No. 2 Ladle Metallurgy Furnace. Additionally, the Company has cost cutting initiatives underway
and is in the process of investing to modernize its plate mill facilities.
Today Algoma is returning to its roots as
a customer-focused, entrepreneurial company with the courage and growing capability to meet the industry's challenges head-on. It is
investing in its people and processes, optimizing and modernizing so that it might continue to be your partner in steel.
About Legato Merger Corp.
Legato Merger Corp. is a blank check company
organized for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with
one or more businesses or entities. Legato’s common stock, units and warrants trade on the Nasdaq Capital Market under the symbols
“LEGO,” “LEGOU” and “LEGOW,” respectively.
Additional Information and Where to Find
It
This document is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transaction and does not constitute
an offer to sell, buy or exchange or the solicitation of an offer to sell, buy or exchange any securities or the solicitation of any
vote or approval in any jurisdiction, nor shall there be any sale, purchase, or exchange of securities or solicitation of any vote or
approval in any jurisdiction in contravention of applicable law.
In connection with the proposed transaction
between Algoma and Legato, Algoma has filed with the SEC a registration statement on Form F-4 which includes its prospectus as well as
Legato’s preliminary proxy statement (as amended, the “Preliminary Proxy Statement/Prospectus”). Legato plans to mail
the definitive Proxy Statement/Prospectus to its stockholders in connection with the transaction once available. INVESTORS AND SECURITYHOLDERS
OF LEGATO ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY BECAUSE
THEY CONTAIN IMPORTANT NFORMATION ABOUT ALGOMA, LEGATO, THE TRANSACTION AND RELATED MATTERS. Investors and security holders will be able
to obtain free copies of the Preliminary Proxy Statement/Prospectus and other documents filed with the SEC by Algoma and Legato through
the website maintained by the SEC at sec.report. In addition, investors and securityholders may obtain free copies of the documents filed
with the SEC on Legato’s website at https://legatomerger.com or by directing a written request to Legato at 777 Third
Avenue, 37th Floor, New York, NY 10017 or by contacting Algoma by email to brenda.stenta@algoma.com.
Participants in the Solicitation
Legato, Algoma and certain of their respective
directors, executive officers and employees may be considered to be participants in the solicitation of proxies in connection with the
transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the
stockholders of Legato in connection with the transaction, including a description of their respective direct or indirect interests,
by security holdings or otherwise, will be included in the Proxy Statement/Prospectus described above. Additional information regarding
Legato’s directors and executive officers can also be found in the Legato Final Prospectus. These documents are available free
of charge as described above.
Cautionary Statement Regarding Forward
Looking Statements
Certain statements included in this press
release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States
Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate
future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement
is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts
of other financial and performance metrics and projections of market opportunity.
This news release contains forward-looking
statements within the meaning of applicable securities legislation. These forward-looking statements generally are identified by the
words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “pipeline,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events
that are based on current expectations and assumptions. Many factors could cause actual future events to differ materially from the forward-looking
statements in this document, including but not limited to: the risk that the anticipated benefits of the Government of Canada’s
funding, which is subject to the negotiation of definitive documentation, will fail to materialize as planned or at all; the risk that
the benefits of the proposed merger with Legato (the “transaction”), including the amount of proceeds provided thereby, may
not be realized; the risk that the transaction may not be completed in a timely manner or at all; the failure to satisfy the conditions
to the consummation of the transaction, including the failure of Legato’s stockholders to approve and adopt the merger agreement
or the failure of Legato to satisfy the minimum cash condition following redemptions by its stockholders; the inability to complete the
concurrent private placement in connection with the transaction; the occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be initiated following announcement
of the transaction; the effect of the announcement or pendency of the transaction on Algoma’s business relationships, operating
results and business generally; risks that the proposed transaction could disrupt current plans and operations of Algoma; the risks associated
with the steel industry generally; the ability of Algoma to implement and realize its business plans, including Algoma’s ability
to transform to EAF steelmaking; the risk of downturns and a changing regulatory landscape in Algoma’s highly competitive and cyclical
industry; and changes in general economic conditions, including as a result of the COVID-19 pandemic. The foregoing list of factors is
not exhaustive and readers should also consider the other risks and uncertainties set forth in the section entitled “Risk Factors”
and “Cautionary Note Regarding Forward-Looking Statements” in Legato’s final prospectus dated January 19, 2021 relating
to its initial public offering (the “Legato Final Prospectus”) and in subsequent filings with the Securities and Exchange
Commission (the “SEC”), including the amended proxy statement/prospectus described below, filed by Algoma and Legato in connection
with the transaction. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance
on forward-looking statements, and Algoma and Legato assume no obligation and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise.
Contacts
David D. Sgro
Chief Executive Officer
Legato Merger Corp.
(212) 319-7676
Legato Merger (NASDAQ:LEGO)
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