Spartan Acquisition Corp. III and Allego Holding BV Complete Business Combination to Establish Pan-European NYSE Listed Electric Vehicle Charging Network
PARIS & ARNHEM, THE NETHERLANDS & NEW YORK–(BUSINESS WIRE).
In connection with the completion of the business combination, Allego Holding BV has been renamed Allego NV (“Allego” or the “Company”) and its common stock and warrants are expected to begin trading on the New York Stock Exchange on Thursday March 17. , 2022 under the symbols “ALLG” and “ALLG.WS”, respectively.
“Thanks to the proceeds of this transaction, Allego is now well capitalized to accelerate its growth strategy, deploying fast and ultra-fast charging sites with the support of renowned partners and advancing our charging solutions business”, said Mathieu Bonnet, General Manager. of Allego. “As a public company, we plan to remain focused on operating the business and expanding our presence across Europe. We look forward to working with our partners at Spartan and Meridiam to continue building on our success, serve our valued partners and electric vehicle drivers across Europe and drive value creation for our shareholders.
“We are delighted to complete our combination with Allego, a market-leading company that we believe will maintain its strong position in the world’s largest and fastest growing electric vehicle market. Today, the company has a strong portfolio of leading charging sites engaged across Europe with the support of renowned partners, having leveraged its cutting-edge charging technology and proprietary software suite to support its continued expansion,” said Geoffrey Strong, President and CEO. Spartan officer and partner and co-head of infrastructure and natural resources at Apollo. “Europe is an extremely attractive market for electric vehicle charging, and we believe Allego is well positioned to capitalize on the shift from internal combustion engines to electric vehicles. At Spartan and Apollo, we are committed to advancing sustainable business models and are pleased to support Allego’s growth strategy while working to eliminate emissions from the environment.
Overview of transactions
As a result of this transaction, the Company will receive approximately $161 million in gross proceeds, including from a private placement (“PIPE”) of common stock anchored by strategic partners Fisker and Landis+Gyr as well as institutional investors , including funds and accounts managed by the ECP. Investment funds managed by affiliates of Apollo Global Management, Inc., which also sponsor Spartan, and by Meridiam, as the long-term owner of Allego, also participated in the PIPE.
Meridiam, the existing shareholder of Allego, will renew 100% of its capital and, together with management and former advisers, will own approximately 74% of the combined entity. Meridiam will continue to be a long-term strategic partner of the combined company.
Credit Suisse served as the sole financial advisor and capital markets advisor to Allego. Weil, Gotshal & Manges LLP, Clifford Chance and NautaDutilh acted as legal advisors to Allego. Barclays served as Spartan’s sole financial and capital markets advisor; Cowen also served as a capital markets advisor for Spartan. Credit Suisse and Barclays acted as co-lead placement agent for the PIPE offering. Citi and Apollo Global Securities served as co-placement agents. Vinson & Elkins LLP acted as legal counsel to Spartan. Latham & Watkins LLP served as legal counsel to the Placement Agents.
Allego offers 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 of over 26,000 operational charging points across Europe – and growing rapidly. Our charging solutions are connected to our proprietary platform, EV-Cloud, which provides us and our customers with a comprehensive portfolio of features and services to meet and exceed market demands. We are committed to providing independent, reliable and safe charging solutions, regardless of vehicle model or network affiliation. At Allego, we strive every day to make electric vehicle charging easier, more convenient and more enjoyable for everyone.
About Spartan Acquisition Corp. III
Spartan Acquisition Corp. III is a special purpose acquisition entity focused on the energy value chain and was established for the purpose of entering into a merger, amalgamation, capital exchange, asset acquisition, asset purchase shares, reorganization or similar business combination with one or more companies. Spartan is sponsored by Spartan Acquisition Sponsor III LLC, which is owned by a private equity fund managed by a subsidiary of Apollo Global Management, Inc. (NYSE: APO). For more information, please visit www.spartanspaciii.com.
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. Such forward-looking statements are provided for informational purposes only and are not intended to be relied upon, nor should not be considered by any investor to be a guarantee, assurance, prediction or definitive statement of fact or probability. Spartan’s and Allego’s actual results may differ from their expectations, estimates and projections and, accordingly, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect”, “estimate”, “project”, “budget”, “expect”, “anticipate”, “intend”, “plan”, “may”, “will” , “could”, “should”, “believes”, “predicts”, “potential”, “continues” and similar expressions (or negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, but are not limited to, Spartan’s and Allego’s expectations regarding future performance and the anticipated financial impacts of the business combination. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially, and potentially adversely, from those expressed or implied by the forward-looking statements. Most of these factors are beyond Spartan and Allego’s control and are difficult to predict. Factors that could cause such differences include, but are not limited to: (i) the outcome of any legal proceedings that may be brought against Athena Pubco BV, a Dutch limited liability company (the “Athena Pubco”) and/or Allego; (ii) the impact of the COVID-19 pandemic on Allego’s business and/or the parties’ ability to complete the business combination; (iii) the inability to obtain or maintain the listing of the common stock of Athena Pubco on the New York Stock Exchange following the business combination; (iv) the risk that the business combination will disrupt ongoing plans and operations; (v) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, Allego’s ability to grow and manage growth profitably, and to retain its key employees ; (vi) costs related to the business combination; (vii) changes in applicable laws or regulations; and (viii) the possibility that Allego, Spartan or Athena Pubco may be adversely affected by other economic, business and/or competitive factors. The above list of factors is not exclusive. Additional information regarding some of these and other risk factors is contained in Spartan’s most recent SEC filings and registration statement on Form F-4 (the “Form F-4”), including the proxy statement/prospectus which forms part of it. filed by Athena Pubco in connection with the 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 regarding Spartan, Allego or Athena Pubco , the transactions described herein or other matters and attributable to Spartan, Allego, Athena Pubco or anyone acting on their behalf are expressly qualified in their entirety by the above disclaimers. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date made. Each of Spartan, Allego and Athena Pubco expressly disclaims any obligation or undertaking to publicly release 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.