TGI Fridays and Allegro Merger Corp. Announce Updated Details for Conference Call Today
NEW YORK, NY and DALLAS, TX, Nov. 11, 2019 (GLOBE NEWSWIRE) — 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 STATEMENTSThis 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 STOCKHOLDERSThis 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 SOLICITATIONAllegro 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 TriArtisanTriArtisan 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
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 STATEMENTSThis 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 STOCKHOLDERSThis 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 SOLICITATIONAllegro 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 TriArtisanTriArtisan 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
