Privately held TGIF Holdings, LLC (“TGIF” or “Fridays”) and Allegro
Merger Corp. (NASDAQ: ALGR, ALGRU, ALGRR, and ALGRW) (“Allegro”)
today jointly announced that Allegro’s Current Report on Form 8-K,
which describes the business combination transaction between the
parties that was announced on Friday, November 8, 2019 and includes
as exhibits the merger agreement between the parties and the
presentation to be used for the conference call to be held this
morning, November 11, 2019, at 9 A.M. Eastern Standard Time, is
currently available on Allegro’s website at
www.allegromergercorp.com. The Current Report on Form 8-K was filed
with the Securities and Exchange Commission (“Commission”) on
Friday, November 8, 2019 after announcement of the transaction but
has not yet been posted to the Commission’s website due to
technical difficulties being experienced by the Commission and due
to the Commission being closed today for Veteran’s Day. Allegro
expects the Current Report on Form 8-K to be posted by the
Commission on Tuesday morning once the Commission reopens.
Conference Call Messrs. Rosenfeld, Manocha and
Blanchette will host a conference call on Monday, November 11,
2019, at 9:00 A.M. Eastern Standard Time to discuss the business
combination transaction.
We encourage participants to pre-register for the conference
call using the following
link: http://dpregister.com/10136881. Callers who
pre-register will be given a conference passcode and unique PIN to
gain immediate access to the call and bypass the live
operator. Participants may pre-register at any time,
including up to and after the call start time. A recorded
webcast of this presentation will also be available at the
Company’s website, www.allegromergercorp.com.
For additional information on the business combination
transaction, see Allegro’s Current Report on Form 8-K, which has
been filed with the Commission and which Allegro expects will be
available in the morning on Tuesday, November 12, 2019. Once
posted by the Commission, the report will be available without
charge on the Commission’s internet site
(http://www.sec.gov). As noted above, the report is also
currently available on Allegro’s website.
CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING
STATEMENTS
This press release contains forward-looking statements within
the meaning of U.S. federal securities laws. The words “believe”,
“expect”, “intend”, “plan”, “potential”, and similar expressions
are intended to identify forward-looking statements, and these
statements may relate to the merger transaction. These statements
involve a number of known and unknown risks, which may cause actual
results to differ materially from expectations expressed or implied
in the forward-looking statements. These risks include
uncertainties about Allegro’s ability to complete the business
combination transaction; the business and operations of Fridays
following completion of the business combination transaction and
other matters discussed in the “Risk Factors” section of Allegro’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2018, and any updates thereto in subsequent reports filed with the
Commission. The forward-looking statements in this press release
speak as of the date of this release. Although Allegro may from
time to time voluntarily update its prior forward-looking
statements, it disclaims any commitment to do so except as required
by securities laws.
IMPORTANT INFORMATION FOR STOCKHOLDERS
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. This communication relates to
a proposed business combination between Allegro and TGIF.
In connection with the proposed business combination
transaction, Allegro intends to file with the Commission a
definitive proxy statement. The definitive proxy statement for
Allegro (if and when available) will be mailed to stockholders of
Allegro. ALLEGRO STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT
AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE COMMISSION CAREFULLY
AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS
COMBINATION.
Allegro stockholders will be able to obtain free copies of these
documents (if and when available) and other documents containing
important information about Allegro and TGIF, once such documents
are filed with the Commission, through the website maintained by
the Commission at http://www.sec.gov. Copies of the documents filed
with the Commission will also be made available free of charge by
contacting Allegro using the contact information below.
PARTICIPANTS IN SOLICITATION
Allegro and its directors, executive officers and other members
of its management and employees may be deemed to be participants in
the solicitation of proxies from Allegro’s stockholders in
connection with the business combination transaction.
Stockholders are urged to carefully read the proxy statement
regarding the business combination when it becomes available,
because it will contain important information. Information
regarding the persons who may, under the rules of the Commission,
be deemed participants in the solicitation of Allegro’s
stockholders in connection with the business combination will be
set forth in the proxy statement when it is filed with the
Commission. Information about Allegro’s executive officers
and directors will be set forth in the proxy statement relating to
the business combination when it becomes available. You can obtain
free copies of these and other documents containing relevant
information at the Commission’s website at www.sec.gov or by
directing a request to the address or phone number set forth
below.
# # #
About Allegro Merger Corp.
Allegro (NASDAQ: ALGR) was incorporated in Delaware on August 7,
2017 as a blank check company whose objective is to acquire,
through a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar
business combination, one or more businesses or entities. On July
6, 2018, Allegro consummated its initial public offering (“IPO”) of
14,950,000 units, each unit consisting of one share of common
stock, one right convertible to 1/10 of a common share and one
warrant to purchase one common share, and a simultaneous private
placement of units to certain initial stockholders and Cantor
Fitzgerald & Co., the representative of the underwriters in the
IPO.
About TriArtisan
TriArtisan Capital Advisors is an established, New
York-based private equity investing firm. TriArtisan's flexible
institutional capital allows it to invest in companies requiring a
broad range of investment needs, including leveraged buyouts,
growth equity investments, spin-offs, carve-outs, roll-ups,
recapitalizations and restructurings. In each of its investments,
TriArtisan partners with high quality management teams to support
them in achieving returns for its institutional and management
partners. Selected recent TriArtisan investments include P.F.
Chang’s, Mears Transportation and EnergySolutions.
For further information, please contact:
Allegro Merger Corp. 777 Third Avenue, 37th Floor, New York, New
York 10017 Attention: David Sgro + 1 (212) 319 7676
Dsgro@crescendopartners.com
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