Upon closing, Allego’s stock is expected to be
listed on NYSE under the new ticker symbol “ALLG”
Spartan Acquisition Corp. III (“Spartan”) (NYSE: SPAQ), a
publicly traded special purpose acquisition company, and Allego
Holding B.V. (“Allego” or “the Company”), a leading pan-European
electric vehicle charging network, today announced that on February
10, 2022 the U.S. Securities and Exchange Commission (“SEC”) has
declared effective Allego affiliate Athena Pubco B.V.’s (“Athena
Pubco”) registration statement on Form F-4 (File No. 333-259916)
relating to the previously announced business combination of
Spartan and Allego (the “Business Combination”).
Details of the Special Meeting of Stockholders
Spartan will mail the definitive proxy statement/prospectus (the
“Proxy Statement”) to stockholders of record as of the close of
business on January 18, 2022.
The Special Meeting to approve the pending Business Combination,
among other items, is scheduled to be held on March 8, 2022 at
11:00 a.m. Eastern Time (the “Special Meeting”). The Special
Meeting will be conducted virtually, and can be accessed via live
webcast at https://www.cstproxy.com/spartanspaciii/2022. If the
proposals at the Special Meeting are approved, the parties
anticipate that the Business Combination will close and trading of
the combined entity’s stock and warrants will continue to be listed
on the NYSE under the new ticker symbols “ALLG” and “ALLG WS”,
respectively, shortly thereafter, subject to the satisfaction or
waiver, as applicable, of all other closing conditions.
Every stockholder’s vote is important, regardless of the number
of shares held. Accordingly, Spartan requests that each stockholder
complete, sign, date and return a proxy card (online or by mail) as
soon as possible and by no later than 11:59 p.m. Eastern Time on
March 7, 2022, to ensure that the stockholder’s shares will be
represented at the Special Meeting. Stockholders which hold shares
in “street name” (i.e. those stockholders whose shares are held of
record by a broker, bank or other nominee) should contact their
broker, bank or nominee to ensure that their shares are voted.
If any individual Spartan stockholder does not receive the Proxy
Statement, such stockholder should (i) confirm his or her Proxy
Statement’s status with his or her broker or (ii) contact Morrow
Sodali LLC, Spartan’s proxy solicitor, for assistance via e-mail
at: SPAQ.info@investor.morrowsodali.com or toll-free call at (800)
662-5200. Banks and brokers can place a collect call to Morrow
Sodali at (203) 658-9400.
“We are pleased to have achieved this important milestone and
announce a date for the Special Meeting of Spartan stockholders,”
said Geoffrey Strong, Chairman and Chief Executive Officer of
Spartan and Partner and Co-Head of Infrastructure and Natural
Resources at Apollo. “We look forward to continuing to work closely
with the Allego team as they execute on their strategy to
accelerate their leadership position within the European EV
charging market as the company benefits from broad-based demand and
significant industry tailwinds.”
About Allego
Allego delivers charging solutions for electric cars, motors,
buses and trucks, for consumers, businesses and cities. Allego’s
end-to-end charging solutions make it easier for businesses and
cities to deliver the infrastructure drivers need, while the
scalability of our solutions makes us the partner of the future.
Founded in 2013, Allego is a leader in charging solutions, with an
international charging network comprised of more than 26,000 charge
points operational throughout Europe – and growing rapidly. Our
charging solutions are connected to our proprietary platform,
EV-Cloud, which gives us and our customers a full portfolio of
features and services to meet and exceed market demands. We are
committed to providing independent, reliable and safe charging
solutions, agnostic of vehicle model or network affiliation. At
Allego, we strive every day to make EV charging easier, more
convenient and more enjoyable for all.
About Spartan Acquisition Corp. III
Spartan Acquisition Corp. III is a special purpose acquisition
entity focused on the energy value-chain and was formed for the
purpose of entering into a merger, amalgamation, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. Spartan
is sponsored by Spartan Acquisition Sponsor III LLC, which is owned
by a private investment fund managed by an affiliate of Apollo
Global Management, Inc. (NYSE: APO). For more information, please
visit www.spartanspaciii.com.
Forward-Looking Statements.
This communication includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Spartan Acquisition
Corp. III’s (“Spartan”) and Allego Holding B.V.’s, a Dutch private
limited liability company (“Allego”), actual results may differ
from their expectations, estimates, and projections and,
consequently, you should not rely on these forward-looking
statements as predictions of future events. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” and similar expressions (or
the negative versions of such words or expressions) are intended to
identify such forward-looking statements. These forward-looking
statements include, without limitation, Spartan’s and Allego’s
expectations with respect to future performance and anticipated
financial impacts of the proposed business combination, the
satisfaction or waiver of the closing conditions to the proposed
business combination, and the timing of the completion of the
proposed business combination. 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 Spartan’s and Allego’s control
and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (i) the occurrence of
any event, change, or other circumstances that could give rise to
the termination of the Business Combination Agreement and Plan of
Reorganization (the “BCA”); (ii) the outcome of any legal
proceedings that may be instituted against Athena Pubco B.V., a
Dutch limited liability company (the “Athena Pubco”) and/or Allego
following the announcement of the BCA and the transactions
contemplated therein; (iii) the inability to complete the proposed
business combination, including due to failure to obtain approval
of the stockholders of Spartan, certain regulatory approvals, or
the satisfaction of other conditions to closing in the BCA; (iv)
the occurrence of any event, change, or other circumstance that
could give rise to the termination of the BCA or could otherwise
cause the transaction to fail to close; (v) the impact of the
COVID-19 pandemic on Allego’s business and/or the ability of the
parties to complete the proposed business combination; (vi) the
inability to obtain or maintain the listing of Athena Pubco’s
common shares on the New York Stock Exchange following the proposed
business combination; (vii) the risk that the proposed business
combination disrupts current plans and operations as a result of
the announcement and consummation of the proposed business
combination; (viii) the ability to recognize the anticipated
benefits of the proposed business combination, which may be
affected by, among other things, competition, the ability of Allego
to grow and manage growth profitably, and to retain its key
employees; (ix) costs related to the proposed business combination;
(x) changes in applicable laws or regulations; and (xi) the
possibility that Allego, Spartan or Athena Pubco may be adversely
affected by other economic, business, and/or competitive factors.
The foregoing list of factors is not exclusive. Additional
information concerning certain of these and other risk factors is
contained in Spartan’s most recent filings with the SEC and in the
registration statement on Form F-4 (the “Form F-4”), including the
proxy statement/prospectus forming a part thereof filed by Athena
Pubco in connection with the proposed business combination on
September 30, 2021, as amended on December 14, 2021, January 18,
2022 and February 1, 2022. All subsequent written and oral
forward-looking statements concerning Spartan, Allego or Athena
Pubco, the transactions described herein or other matters and
attributable to Spartan, Allego, Athena Pubco or any person acting
on their behalf are expressly qualified in their entirety by the
cautionary statements above. Readers are cautioned not to place
undue reliance upon any forward-looking statements, which speak
only as of the date made. Each of Spartan, Allego and Athena Pubco
expressly disclaims any obligations or undertaking to release
publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in their expectations with
respect thereto or any change in events, conditions, or
circumstances on which any statement is based, except as required
by law.
No Offer or Solicitation.
This communication is not a proxy statement or solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed business combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
the securities of Spartan, Athena Pubco or Allego, nor shall there
be any sale of any such securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. 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, or exemptions
therefrom.
Important Information About the Proposed Business Combination
and Where to Find It.
In connection with the proposed business combination, a
registration statement on Form F-4 was filed by Athena Pubco with
the SEC on September 30, 2021, as amended on December 14, 2021,
January 18, 2022 and February 1, 2022, and was declared effective
on February 10, 2022. The Form F-4 includes a definitive proxy
statement that has been mailed to holders of Spartan’s common stock
in connection with Spartan’s solicitation for proxies for the vote
by Spartan’s stockholders in connection with the proposed business
combination and other matters as described in the Form F-4, as well
as a prospectus of Athena Pubco relating to the offer of the
securities to be issued in connection with the completion of the
business combination. Spartan, Allego and Athena Pubco urge
investors, stockholders and other interested persons to read the
Form F-4, including the proxy statement/prospectus incorporated by
reference therein, as well as other documents filed with the SEC in
connection with the proposed business combination, as these
materials contain important information about Allego, Spartan, and
the proposed business combination. Such persons can also read
Spartan’s final prospectus dated February 8, 2021 (SEC File No.
333-252866), for a description of the security holdings of
Spartan’s officers and directors and their respective interests as
security holders in the consummation of the proposed business
combination. The definitive proxy statement/prospectus has been
mailed to Spartan’s stockholders as of January 18, 2021.
Stockholders will also be able to obtain copies of such documents,
without charge, once available, at the SEC’s website at
www.sec.gov, or by directing a request to: Spartan Acquisition
Corp. III, 9 West 57th Street, 43rd Floor, New York, NY 10019, or
(212) 515-3200. These documents, once available, can also be
obtained, without charge, at the SEC’s web site
(http://www.sec.gov).
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Participants in the Solicitation.
Spartan, Allego, Athena Pubco and their respective directors,
executive officers and other members of their management and
employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies of Spartan’s stockholders in connection
with the proposed business combination. Investors and security
holders may obtain more detailed information regarding the names,
affiliations and interests of Spartan’s directors and executive
officers in Spartan’s final prospectus dated February 8, 2021 (SEC
File No. 333-252866), which was filed with the SEC on February 10,
2021. Information regarding the persons who may, under SEC rules,
be deemed participants in the solicitation of proxies of Spartan’s
stockholders in connection with the proposed business combination
is set forth in the proxy statement/prospectus for the proposed
business combination. Information concerning the interests of
Spartan’s, Athena Pubco’s and Allego’s participants in the
solicitation, which may, in some cases, be different than those of
Spartan’s, Athena Pubco’s and Allego’s equity holders generally, is
set forth in the proxy statement/prospectus relating to the
proposed business combination.
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version on businesswire.com: https://www.businesswire.com/news/home/20220214005796/en/
For Allego Investors investors@allego.eu Media
allegoPR@icrinc.com
For Meridiam FTI Consulting
meridiamsc@fticonsulting.com
For Spartan Acquisition Corp. III Investors
info@spartanspacIII.com Media Communications@apollo.com
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