Spartan stockholders have approved the
previously announced business combination at the Special Meeting
held on March 8, 2022
Transaction Expected to Close Week of March 14,
2022
Spartan Acquisition Corp. III (“Spartan”) (NYSE: SPAQ), a
publicly traded special purpose acquisition company, today
announced that stockholders of record as of January 18, 2022,
approved the previously proposed business combination (the
“Business Combination”) with Allego Holding B.V. (“Allego” or “the
Company”), a leading pan-European electric vehicle charging
network, supported by 94% of the shares of Spartan voted at the
special meeting. 74% of total outstanding shares voted.
Three proposals were considered and voted upon by Spartan’s
stockholders at the special meeting, all of which were approved.
The formal results of the vote will be included in a Current Report
on Form 8-K to be filed by with the U.S. Securities and Exchange
Commission by Spartan.
Pursuant to the Business Combination, at the closing, Allego
will combine with Spartan and the combined company’s name will be
Allego N.V. Following the closing, Allego’s ordinary shares and
warrants are expected to trade on the New York Stock Exchange under
the ticker symbols “ALLG” and “ALLG.WS,” respectively.
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 that comprises more than 28,000
charge points operational throughout Europe – and proliferating.
Since 2018, Allego is part of Meridiam Group, a global long-term
sustainable infrastructure developer and investor, which enables
the expansion of Allego’s existing global network, services, and
technologies. Our charging solutions are connected to our
proprietary platform, EV-Cloud, which gives our customers and us a
complete 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’s and Allego’s
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”) or could otherwise cause the transaction
to fail to close; (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 certain regulatory approvals, or
the satisfaction of other conditions to closing in the BCA; (iv)
the impact of the COVID-19 pandemic on Allego’s business and/or the
ability of the parties to complete the proposed business
combination; (v) the inability to obtain or maintain the listing of
Athena Pubco’s ordinary shares on the New York Stock Exchange
following the proposed business combination; (vi) 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; (vii) 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; (viii) costs related to the proposed business
combination; (ix) changes in applicable laws or regulations; and
(x) 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 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.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20220308006193/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 Communciations@apollo.com
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