Allego and Meridiam have entered into a definitive agreement pursuant to which Meridiam will launch a tender offer for all issued and outstanding ordinary shares of Allego not owned by Meridiam or its affiliates, followed by Allego's voluntarily delisting of its ordinary shares from the New York Stock Exchange after completion of the offer

The tender offer price of USD 1.70 per ordinary share in cash, without interest represents a premium of 131% to Allego’s closing price of USD 0.74 on 14 June 2024

Shareholders that do not elect to tender their ordinary shares will remain investors in the delisted Company

Neither the tender offer nor the completion of the other parts of the transaction are contingent on any minimum number of ordinary shares in the capital of Allego being tendered and are not subject to any financing or regulatory approval conditions

As part of the transaction, Meridiam reaffirms its commitment to the long-term interests of Allego and its business. It reiterates its support for Allego’s existing strategy and commits to make available to Allego an amount of EUR 46 million in order to develop, operate and maintain charging sites in Germany and, once delisted, an additional amount of EUR 310 million of new equity-like capital to support Allego's growth

The independent members of Allego’s board have unanimously approved the transaction, and have determined that the transaction is in the best interests of Allego and its business and promotes the sustainable success and the sustainable long-term value creation of its business, having taken into account the interests of Allego’s stakeholders

PARIS & ARNHEM, Netherlands & NEW YORK–(BUSINESS WIRE)– Allego N.V. (“Allego” or the “Company”) (NYSE: ALLG), a leading provider of electric vehicle charging network and Madeleine Charging B.V. , Allego’s majority shareholder (“Meridiam”), jointly announced today that Allego and Meridiam have entered into a Transaction Framework Agreement (the “Agreement”) pursuant to which Meridiam will launch a tender offer for all the issued and outstanding ordinary shares of Allego (the “Shares”) that are not owned by Meridiam or its affiliates (the “Offer”), followed by Allego’s voluntarily delisting of the Shares (the “Delisting”) from the New York Stock Exchange (the “NYSE”) and Meridiam making additional funding and equity-like capital available to Allego, and providing certain liquidity opportunities following the Delisting to holders of Shares who do not tender their Shares in the Offer, in each case as described below (collectively, the “Transaction”). Meridiam currently owns approximately 73.0% of all issued and outstanding shares of Allego.

Strategic Rationale

Meridiam and Allego believe that the Transaction represents a key opportunity at a critical juncture for the Company, as the current public listing does not allow the Company to fully realize its growth plan. In addition, they believe that the low trading liquidity and volatility of the market price of the Shares on the NYSE, the limited analyst coverage and the lack of capital available at competitive cost on public markets for EV charging operators are clear impediments to the success of Allego today. The Transaction is expected to, among other things, (a) allow Allego to benefit from a broader range of more favorable options to fund its growth plan, (b) allow Allego to achieve a more efficient capital structure (both from a financing and capital requirements perspective), (c) reduce the costs and eliminate the burdens of complying with exchange listing rules and the costs and burdens of being a public company, (d) place Allego in a better position to compete with well-capitalized, non-publicly traded peers, and (e) provide Allego’s minority shareholders with the opportunity to either (i) remain invested in the delisted Company and benefit from potential enhanced value creation over time; or (ii) exit their investment in the Company with immediate liquidity at a premium to the current market price of the Shares on the NYSE.

Emmanuel Rotat, Director of Meridiam, said: “Since our initial investment in Allego in 2018, we have supported the Company along the way. We are pleased today to announce this important milestone for Allego: we strongly believe that operating in a private context, with a continued support from Meridiam as majority shareholder of the Company, will ideally position Allego for its next phase of growth”.

Mathieu Bonnet, CEO of Allego, said: “The transaction presented today reiterates the strong support of Meridiam to the Company’s strategy and growth vision. It gives significant resources to the Company to execute our business plan by extending its ultra-fast charging stations network all over Europe. Our hundreds of high-quality backlog sites will be rolled out to offer ubiquitous best charging experience to our EV customers enabling Allego to be a leader in the industry”.

Selected Transaction Terms

Under the terms of the Offer, Meridiam will offer Allego shareholders the option to tender their Shares for USD 1.70 per Share in cash, without interest, which represents:

– a premium of approximately 131 percent on the closing price of the Shares on the NYSE of USD 0.74 on 14 June 2024;

– a premium of approximately 97 percent on the 1-month volume-weighted average price of the Shares on the NYSE as of the same date;

– a premium of approximately 29 percent on the 3-month volume-weighted average price of the Shares on the NYSE as of the same date; and

– a premium of approximately 32 percent on the 6-month volume-weighted average price of the Shares on the NYSE as of the same date.

Meridiam intends to launch the Offer with the purpose of providing an immediate exit opportunity to all Allego minority shareholders. 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.

Allego shareholders that do not tender their Shares in the Offer will remain investors in the delisted Company. As a part of the Transaction, Meridiam has committed to provide these shareholders with access to liquidity opportunities at certain points in time post-Delisting, including priority tag along rights upon sales of Shares by Meridiam or its affiliates and commitments by Meridiam and Allego to organize liquidity events for those shareholders within 18 months after the Delisting and again prior to 31 December 2027. Further information on the Transaction, including the Offer, will be included in the offer to purchase, letter of transmittal and related materials and will be filed with the Securities and Exchange Commission (the “SEC”) in connection with the commencement of the Offer.

By entering into the Agreement, Meridiam reaffirms its commitment to supporting the Company strategically and financially, and to cooperate closely with Allego’s management team. Contingent upon the Delisting, Meridiam SAS, through its managed funds, has committed to making available to Allego an amount of EUR 46 million in order to develop, operate and maintain charging sites in Germany, as well as an additional amount of EUR 310 million of new equity-like capital to support the delivery of Allego’s growth plan. The EUR 310 million financing shall be made in three instalments, with the first instalment of at least EUR 150 million being paid to the Company by 31 December 2024.

Timing and Approvals

The transaction committee, comprised of the independent members of the Board of Directors of the Company (the “Transaction Committee”), has unanimously approved the Transaction, and has determined that the Transaction is in the best interests of Allego and its business and promotes the sustainable success and the sustainable long-term value creation of its business, having taken into account the interests of Allego's stakeholders.

Meridiam intends to commence the Offer as promptly as practicable. 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. Meridiam and the Company expect that the Offer and the Delisting will be completed in the third quarter of 2024.

Advisors

Morgan Stanley & Co. LLC acted as financial advisor to Meridiam, and Allen Overy Shearman Sterling LLP is acting as legal counsel to Meridiam.

Citigroup Global Markets Europe AG acted as financial advisor to Allego. Weil, Gotshal & Manges LLP and NautaDutilh N.V. are acting as legal counsel to Allego.

UBS Securities LLC acted as financial advisor to the Transaction Committee of Allego.