- Allego has entered into a definitive agreement with Spartan
Acquisition Corp. III (NYSE: SPAQ); upon closing, the combined
company will trade on the NYSE under the symbol “ALLG".
- The transaction will raise a total of $7021 million
(assuming no redemptions), including $150 million from a fully
committed PIPE, which will be used, among other things, to fund the
combined company’s expansion plans.
- The PIPE is anchored by institutional investors, including
Hedosophia and funds and accounts managed by ECP as well as
strategic partners, including Fisker and Landis+Gyr. Funds managed
by affiliates of Apollo Global Management, Inc., as sponsor behind
Spartan Acquisition Corp. III, and Meridiam, as long-term owner of
Allego, also participated in the PIPE.
- Allego has over 26,000 public EV charging ports across 12,000
public and private locations in 12 European countries, with leading
utilization rates and a substantial recurring user base, as well as
a secured backlog of 500 premium sites providing near-term
visibility on network development.
- The pro forma implied equity value of the combined company is
$3.14 billion. The transaction is expected to close in the fourth
quarter of 2021, subject to customary closing conditions.
Allego Holding B.V. (“Allego” or “the “Company”), a leading
pan-European electric vehicle charging network, today announced a
business combination with Spartan Acquisition Corp. III (“Spartan”)
(NYSE: SPAQ), a publicly-listed special purpose acquisition
company. The transaction will create a leading publicly traded
pan-European electric vehicle (EV) charging company.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20210728005497/en/
Allego Ultra-Fast Charging Location
(Photo: Business Wire)
Upon completion of the proposed transaction, the combined
company will operate under the Allego name, and will be listed on
the New York Stock Exchange under the ticker symbol “ALLG”. The
transaction values Allego at a pro forma equity value of
approximately $3.14 billion. Expected total gross proceeds of $702
million will fund the Company’s future growth through the
deployment of additional public EV charging sites, as it focuses on
delivering fast and ultra-fast chargers and continues to build its
technology moat.
Overview of Allego
Founded in 2013, Allego is a leading electric vehicle, or EV,
charging company in Europe and has deployed over 26,000 charging
ports across 12,000 public and private locations, spanning 12
European countries. In 2018, the Company was acquired by Meridiam,
a global long-term sustainable infrastructure developer and
investor, which provided necessary capital to enable the expansion
of Allego’s existing global network, services and technologies. The
Company’s charging network includes fast, ultra-fast, and AC
charging equipment. The Company takes a two-pronged approach to
delivering charging solutions, providing an owned and operated
public charging network with 100% renewable energy in addition to
charging solutions for business to business customers, including
leading retail and auto brands. The Company’s charging solutions
business provides design, installation, operations and maintenance
of chargers owned by third parties. Allego’s chargers are open to
all EV brands, with the ability to charge light vehicles, vans and
e-trucks, which promotes increasing utilization rates across its
locations. Allego has developed a rich portfolio of partnerships
with strategic partners, including municipalities, more than 50
real estate owners and 15 OEMs. As additional fleets shift to EVs,
Allego expects to leverage its expansive network of fast and
ultra-fast chargers to service these customers, which see above
average use-rates.
Allego’s proprietary suite of software, developed to help
identify and assess locations and provide uptime optimization with
payment solutions, underpins the Company’s competitive advantage.
Allamo™ allows the Company to select premium charging sites to add
to its network by analyzing traffic statistics and proprietary
databases to forecast EV charging demand using over 100 factors,
including local EV density, driving behavior and EV technology
development. This allows a predictable, cutting-edge tool to
optimize those locations that are best positioned for higher
utilization rates.
Allego EV Cloud™ is a sophisticated customer payment tool that
provides essential services to owned and third-party customers,
including authorization and billing, smart charging and load
balancing, analysis and customer support. This service offering is
integral to fleet operators’ operations and enables the Company to
provide insight and value to the customer, in addition to driving
increased margins through third-party service contracts and
operational and maintenance margins.
Allego continues to benefit from a European EV market that is
nearly twice the size of the United States’ EV market, with an
expected 46% CAGR from 2020 to 2025. Based on this projection, the
number of EVs in Europe is expected to grow to nearly 20 million by
2025, as compared to 3 million today. The combination of a high
urbanization rate and a scarcity of in-home parking means European
EV drivers require fast, public EV charging locations that provide
reliable and convenient charging. As part of the Company’s
expansion plans, Allego will focus on fast and ultra-fast charging
locations, which maximize utilization rates, carry higher gross
margins and are required for fleet operators and EV drivers.
Additionally, stringent European CO2 regulations for internal
combustion engines (ICE) and highly favorable incentives for
electric vehicle purchases are expected to continue to drive
adoption rates of EV over ICE vehicles. With a first mover
advantage, a robust pipeline of over 500 committed premium sites to
be equipped with fast and ultra-fast chargers, and an additional
pipeline of another 500 sites, the Company is well positioned to
execute its growth objectives and drive value creation for
shareholders.
Through a diverse set of partnerships with leading OEMs, fleets,
corporations, municipalities, and hosts, the Company has delivered
significant revenue growth in recent years, including a 100%
revenue CAGR from 2017-2020, and achieved positive operational
EBITDA2 at the end of 2020.
Management Commentary
Mathieu Bonnet, Chief Executive Officer of Allego, commented,
“We are excited to announce our strategic partnership with Spartan,
which will provide capital to accelerate our leadership position
within the European charging market, all while maintaining a strong
financial position throughout the growth phase. Europe has one of
the largest populations of EVs in the world, which is continuing to
grow at a greater pace than many other major growth markets,
including the United States. Supported by these tailwinds and
bolstered by the capital we are raising, we are well positioned to
expand our footprint as EVs increasingly replace traditional
internal combustion engines.”
Olivia Wassenaar, Director of Spartan and Senior Partner and
Co-Lead of Natural Resources at Apollo Global Management, Inc.
(“Apollo”) added, “At Spartan and Apollo, we are committed to
advancing ESG-focused business models. We are excited to work with
Allego as they execute against their compelling pipeline of growth
opportunities and help eliminate emissions from the
environment.”
Geoffrey Strong, Chairman and Chief Executive Officer of Spartan
and Senior Partner and Co-Lead of Infrastructure and Natural
Resources at Apollo added, “We are excited to work together with
Mathieu, Meridiam and the entire Allego team. We believe Europe is
an extremely attractive market for EV charging and Allego is
well-positioned to capitalize on its innovative technology, a
strong leadership position in Europe, and supportive macro trends
buoying the EV charging market.”
Transaction Summary
The business combination values Allego at an implied $3.14
billion pro forma equity value. The combined company is expected to
receive approximately $702 million of gross proceeds from a
combination of a fully committed common stock PIPE offering of $150
million at $10.00 per share, along with approximately $552 million
of cash held in trust, assuming no redemptions. The proceeds from
the business combination will be used to fund EV station capex and
for general corporate purposes.
Fisker, designer of advanced sustainable electric vehicles and
mobility solutions, will make a $10 million private investment in
the PIPE. Fisker is the exclusive electric vehicle automaker in the
PIPE and, in parallel, has agreed to terms on a strategic
partnership to deliver a range of charging options for its
customers in Europe.
The PIPE is anchored by additional strategic partners, including
Landis+Gyr, as well as institutional investors, including funds and
accounts managed by Hedosophia and ECP. Investment funds managed by
affiliates of Apollo Global Management, Inc., which own the sponsor
behind Spartan, and by Meridiam, as long-term owner of Allego, also
participated in the PIPE.
The boards of directors of both Allego and Spartan have
unanimously approved the proposed business combination, which is
expected to be completed in the fourth quarter of 2021 subject to,
among other things, the approval by Spartan stockholders and the
satisfaction or waiver of other customary closing conditions.
Meridiam, the existing shareholder of Allego, will roll 100% of
its equity and, together with management and former advisors, will
retain 75% of the combined entity. Meridiam will continue to be a
long-term strategic partner to the combined company. Additionally,
the European Investment Bank will maintain its role as capital
provider to Allego.
Additional information about the proposed transaction, including
a copy of the business combination agreement and investor
presentation, will be provided in a Current Report on Form 8-K to
be filed by Spartan today with the Securities and Exchange
Commission and will be available at www.sec.gov.
Advisors
Credit Suisse is serving as sole financial advisor and capital
markets advisor to Allego. Weil, Gotshal & Manges LLP and
NautaDutilh are serving as legal advisors to Allego. Barclays is
serving as sole financial advisor and capital markets advisor to
Spartan. Credit Suisse and Barclays are serving as co-lead
placement agent on the PIPE offering. Citi and Apollo Global
Securities are serving as co-placement agents. Vinson & Elkins
L.L.P. is serving as legal advisor to Spartan. Latham & Watkins
LLP is serving as legal advisor to the placement agents.
Webcast and Conference Call Information
Allego and Spartan will host a joint investor conference call to
discuss the business and the proposed transaction today, July 28,
2021 at 8:30 AM ET.
To listen to the conference call via telephone dial (877)
407-9716 (U.S.) or (201) 493-6779 (international callers/U.S. toll)
and enter the conference ID number 13722064. To listen to the
webcast, please click here. A telephone replay will be available
until Wednesday, August 11, 2021 at (844) 512-2921 and Conference
ID number 13722064.
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 “Company”) 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 the Company’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 the
Company 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 will be contained in the registration statement on
Form F-4 (the “Form F-4”), including
the proxy statement/prospectus forming a part thereof expected to
be filed in connection with the proposed business combination. All
subsequent written and oral forward-looking statements concerning
Spartan, Allego or the Company, the transactions described herein
or other matters and attributable to Spartan, Allego, the Company
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 the Company 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, the Company 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 is expected to be filed by the
Company with the SEC. The Form F-4 will include preliminary and
definitive proxy statements to be distributed 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 the Company
relating to the offer of the securities to be issued in connection
with the completion of the business combination. Spartan, Allego
and the Company urge investors, stockholders and other interested
persons to read, when available, 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 will 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. After the Form F-4 has been
filed and declared effective, the definitive proxy
statement/prospectus will be mailed to Spartan’s stockholders as of
a record date to be established for voting on the proposed business
combination. 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, the Company 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
will be set forth in the proxy statement/prospectus for the
proposed business combination when available. Information
concerning the interests of Spartan’s, the Company’s and Allego’s
participants in the solicitation, which may, in some cases, be
different than those of Spartan’s, the Company’s and Allego’s
equity holders generally, will be set forth in the proxy
statement/prospectus relating to the proposed business combination
when it becomes available.
1 Gross proceeds; not inclusive of estimated transaction
expenses
2 Operational EBITDA means EBITDA further adjusted for
reorganization costs, certain business optimization costs, lease
buyouts, anticipated board compensation costs and director and
officer insurance costs and anticipated transaction costs.
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For Allego Investors investors@allego.eu Media
allegoPR@icrinc.com For Spartan Acquisition Corp. III
Investors info@spartanspacIII.com Media
Communciations@apollo.com
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