Filed by Allego N.V.
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
Subject Company: Allego N.V.
Commission File No. 001-41329
Date: September 22, 2023
Allego N.V. Announces Extension of Exchange Offer and Consent Solicitation Relating to Warrants
ARNHEM, Netherlands September 22, 2023 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 Companys 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 Tendered Warrants may be withdrawn by holders at any time prior to the Expiration Date. In addition, tendered Warrants may be withdrawn by holders at any time after the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 Companys 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 BofA 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 BofA Securities, Inc. at:
BofA Securities
NC1-022-02-25
201 North Tryon Street
Charlotte, NC 28255-0001
Attn: Prospectus Department
Email:
dg.prospectus_requests@bofa.com
D.F. King & Co., Inc. has been appointed as the information agent for the Offer and Consent Solicitation,
and Continental Stock Transfer & Trust Company has been appointed as the exchange agent. Requests for documents should be directed to D.F. King & Co., Inc. at (800) 967-7635 (for warrant
holders) or (212) 269-5550 (for banks and brokers) or via the following email address: allego@dfking.com.
Important Additional Information Has Been Filed with the SEC
Copies of the Schedule TO and Prospectus/Offer to Exchange will be available free of charge at the website of the SEC at www.sec.gov. Requests for documents
may also be directed to D.F. King & Co., Inc. at (800) 967-7635 (for warrant holders) or (212) 269-5550 (for banks and brokers) or via the following email
address: allego@dfking.com. A registration statement on Form F-4 relating to the securities to be issued in the Offer has been filed with the SEC but has not yet become effective. Such securities may
not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.