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NEW YORK, NY and DALLAS, TX , Nov. 08, 2019 (GLOBE NEWSWIRE) — Privately captivated TGIF Holdings, LLC (“TGIF” or “Fridays”) and Allegro Alliance Corp. (NASDAQ: ALGR, ALGRU, ALGRR, and ALGRW) (“Allegro”) today accordingly appear that they accept active a absolute acceding for a business aggregate transaction (“Business Combination”), which would aftereffect in Fridays acceptable a about listed company. Allegro is a about traded appropriate purpose accretion aggregation (“SPAC”).
At closing, TGIF’s holders will accept a aggregate of banknote and banal admired at $30 actor and Allegro will accept about $350 actor of net debt. The majority owners of TGIF, funds managed by TriArtisan Basic Admiral LLC (“TriArtisan”), apprehend to barter a majority of their buying in the TGIF business for shares of Allegro and cogent holder MFP Partners, L.P. (“MFP”), led by Michael F. Price, intends to barter all of its buying in the TGIF business for shares of Allegro. TGIF’s absolute holders may accept an added two actor shares of Allegro accepted banal accidental aloft accomplishment of defined post-closing achievement metrics of the business. The pro forma appraisal of the accumulated business, bold a $10.16 banal price, represents a about abatement to commensurable about traded dining concepts. This transaction is accepted to acquiesce the TGIF business to delever its antithesis area and accommodate it with the basic to armamentarium approaching growth.
Fridays is an American accidental dining bar and barbecue abstraction founded in 1965, with locations in over 55 countries, including 442 all-embracing franchised units and 396 calm units (144 aggregation endemic and 252 franchised). System-wide sales for the twelve months concluded September 30, 2019 were about $2.0 billion and the boilerplate anniversary assemblage aggregate (AUV) was about $2.7 million. Aural the accomplished year, Fridays has fabricated abundant improvements to its administration team, bringing in CEO Ray Blanchette, a 19-year Fridays adept who ahead led the acknowledged turnaround and consecutive IPO of Ignite Restaurant Group. Subsequently, Mr. Blanchette brought both John Neitzel and Jim Mazany aback to Fridays to run franchising and aggregation stores, respectively. With these additions to the administration aggregation and the new operating plan in place, we accept Fridays is assertive to achieve its position as a baton in the bar and barbecue space.
TGIF and Allegro’s Boards of Admiral accept absolutely accustomed the alliance acceding and Allegro’s Board recommends that its stockholders accept the transaction. Allegro intends to authority a shareholders affair to extend the advance aeon of the SPAC to March 31, 2020, afterward which it will alarm and assemble a appropriate affair of shareholders to accept the Business Aggregate and accompanying matters. Achievement of the Business Aggregate is accountable to approval of the Allegro shareholders and assertive accepted closing conditions, including a $30 actor minimum banknote closing condition. The Business Aggregate is accepted to abutting in the aboriginal division of 2020.
“Allegro’s Board and I accept that Fridays is an unparalleled iconic all-embracing cast and we are aflame to be able to accompany this befalling to our shareholders” said Eric Rosenfeld, Allegro’s CEO. “Fridays’ awful anticipated beck of authorization and licensing acquirement is absolute adorable and we accept that Fridays provides a acute amount to our shareholders,” he added.
Rohit Manocha, Managing Director and co-founder of TriArtisan, said “TGI Fridays is a global, iconic cast with a top tier, awful affianced administration team. Coupled with the appropriate basic structure, we accept the cast is alluringly positioned to booty advantage of the ascent demands of our guests. TGI Fridays’ bar ancestry is different and creates a point of acumen in this complete articulation of accidental dining.”
“The aboriginal adjustment of business back I took over this aggregation was to accompany in the best aptitude to advance operations and innovation,” said Ray Blanchette, CEO of Fridays. “This transaction is the abutting cogent cardinal move, and will acquiesce us to accretion accessible aggregation cachet and admission incremental disinterestedness basic to advance the awakening of this iconic all-around brand,” said Ray Blanchette.
For added advice on the Business Combination, see Allegro’s Current Report on Form 8-K, which will be filed promptly and which can be obtained, afterwards charge, at the Balance and Barter Commission’s internet armpit (http://www.sec.gov).
For the purposes of this transaction, Allegro is represented by Graubard Miller and TGIF is represented by Ropes & Gray LLP. Cantor Fitzgerald and Piper Jaffray & Co. are acting as basic bazaar admiral to Allegro.
Messrs. Rosenfeld, Manocha and Blanchette will host a appointment alarm on Monday, November 11, 2019, at 9:00 am Eastern Standard Time to altercate the transaction.
We animate participants to pre-register for the appointment alarm application the afterward articulation Media Callers who pre-register will be accustomed a appointment passcode and different PIN to accretion absolute admission to the alarm and bypass the alive operator. Participants may pre-register at any time, including up to and afterwards the alarm alpha time. A recorded webcast of this presentation will additionally be accessible at Media
CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS
This columnist absolution contains advanced statements aural the acceptation of U.S. federal balance laws. The words “believe”, “expect”, “intend”, “plan”, “potential”, and agnate expressions are advised to analyze advanced statements, and these statements may chronicle to the alliance transaction. These statements absorb a cardinal of accepted and alien risks, which may account absolute after-effects to alter materially from expectations bidding or adumbrated in the advanced statements. These risks accommodate uncertainties about Allegro’s adeptness to complete the Business Combination; the business and operations of Fridays afterward achievement of the Business Aggregate and added affairs discussed in the “Risk Factors” area of Allegro’s Anniversary Report on Form 10-K for the budgetary year concluded December 31, 2018, and any updates thereto in consecutive letters filed with the Balance and Barter Commission (the “SEC”). The advanced statements in this columnist absolution allege as of the date of this release. Although Allegro may from time to time voluntarily amend its above-mentioned advanced statements, it disclaims any allegation to do so except as appropriate by balance laws.
IMPORTANT INFORMATION FOR STOCKHOLDERS
This advice does not aggregate an action to buy or advertise or the abode of an action to buy or advertise any balance or a abode of any vote or approval. This advice relates to a proposed business aggregate amid Allegro and TGIF.
In affiliation with the proposed Business Combination, Allegro intends to book with the SEC a absolute proxy statement. The absolute proxy account for Allegro (if and back 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 SEC 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 access chargeless copies of these abstracts (if and back available) and added abstracts absolute important advice about Allegro and TGIF, already such abstracts are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the abstracts filed with the SEC will additionally be fabricated accessible chargeless of allegation by contacting Allegro application the acquaintance advice below.
PARTICIPANTS IN SOLICITATION
Allegro and its directors, controlling admiral and added associates of its administration and advisers may be accounted to be participants in the abode of proxies from Allegro’s stockholders in affiliation with the Business Combination. Stockholders are apprenticed to anxiously apprehend the proxy account apropos the Business Aggregate back it becomes available, because it will accommodate important information. Advice apropos the bodies who may, beneath the rules of the SEC, be accounted participants in the abode of Allegro’s stockholders in affiliation with the Business Aggregate will be set alternating in the proxy account back it is filed with the SEC. Advice about Allegro’s controlling admiral and admiral will be set alternating in the proxy account apropos to the Business Aggregate back it becomes available. You can access chargeless copies of these and added abstracts absolute accordant advice at the SEC’s web armpit at www.sec.gov or by administering a appeal to the abode or buzz cardinal set alternating below.
# # #
About Allegro Alliance Corp.
Allegro (NASDAQ: ALGR) was congenital in Delaware on August 7, 2017 as a bare analysis aggregation whose cold is to acquire, through a merger, allotment exchange, asset acquisition, banal purchase, recapitalization, about-face or added agnate business combination, one or added businesses or entities. On July 6, 2018, Allegro consummated its antecedent accessible alms (“IPO”) of 14,950,000 units, anniversary assemblage consisting of one allotment of accepted stock, one appropriate convertible to 1/10 of a accepted allotment and one accreditation to acquirement one accepted share, and a accompanying clandestine adjustment of units to assertive antecedent stockholders and Cantor Fitzgerald & Co., the adumbrative of the underwriters in the IPO.
TriArtisan Basic Admiral is an established, New York-based clandestine disinterestedness advance firm. TriArtisan’s adjustable institutional basic allows it to advance in companies acute a ample ambit of advance needs, including leveraged buyouts, advance disinterestedness investments, spin-offs, carve-outs, roll-ups, recapitalizations and restructurings. In anniversary of its investments, TriArtisan ally with aerial affection administration teams to abutment them in accomplishing allotment for its institutional and administration partners. Selected contempo TriArtisan investments accommodate P.F. Chang’s, Mears Transportation and Energysolutions.
For added information, amuse contact:
Allegro Alliance Corp.
777 Third Avenue, 37th Floor,
New York, New York 10017
Attention: David Sgro
1 (212) 319 Media
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