SecProbe.io

CORRESP
1
filename1.htm

CORRESP

 599 Lexington Avenue

New York, NY 10022-6069

+1.212.848.4000

 By EDGAR

July 22, 2024

 Ms. Christina Chalk

Senior Special Counsel, Office of Mergers and Acquisitions

Mr. Eddie Kim

 Attorney-Advisor, Office of
Mergers and Acquisitions

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Allego N.V.

Schedule TO-T filed July 3, 2024

Schedule 13E-3 filed July 3, 2024

File No. 5-93922

Dear Ms. Chalk and Mr. Kim:

 This
letter responds to the comments contained in the letter from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated July 17, 2024 (the “Comment
Letter”), with respect to the Tender Offer Statement on Schedule TO-T, filed by Madeleine Charging B.V. (“Purchaser”) and Meridiam SAS (“Meridiam” or
“Parent”) with the Commission on July 3, 2024 (the “Schedule TO”), and the Rule 13e-3 Transaction Statement on Schedule 13E-3
(File No. 5-93922) filed by Allego N.V. (the “Company” or “Allego”), Purchaser and Parent on July 3, 2024 (the “Schedule
13E-3”), and is submitted on behalf of Purchaser and Parent (the “Filing Persons”). Concurrently with the delivery of this letter, the Filing Persons have filed with the Commission an
amendment to the Schedule TO-T (“TO-T Amendment No. 1”) and an amendment to the Schedule 13E-3 (“13E-3 Amendment No. 1”, and collectively, the “Amendments”).

For the convenience of the Staff, the comments contained in the Comment Letter appear below in bold. The Filing Persons’ response to each
comment immediately follows the applicable comment. Except where indicated otherwise, references in the responses to page numbers are to pages of the Offer to Purchase filed as Exhibit (a)(1)(A) to the Schedule
TO-T and Schedule 13E-3 (the “Offer to Purchase”). Capitalized terms used in this letter but not otherwise defined herein shall have the meaning
ascribed to such term in the Offer to Purchase.

 AOSHEARMAN.COM

Allen Overy Shearman Sterling US LLP is a limited liability partnership organized under the laws of the State of Delaware. Allen Overy Shearman Sterling US LLP
is affiliated with Allen Overy Shearman Sterling LLP, a limited liability partnership registered in England and Wales with registered number OC306763 and with its registered office at One Bishops Square, London E1 6AD. It is authorized and regulated
by the Solicitors Regulation Authority of England and Wales (SRA number 401323). The term partner is used to refer to a member of Allen Overy Shearman Sterling LLP or an employee or consultant with equivalent standing and qualifications. A list of
the members of Allen Overy Shearman Sterling LLP and of the non-members who are designated as partners is open to inspection at its registered office at One Bishops Square, London E1 6AD.

 Schedule TO-T and Schedule
13E-3 filed July 3, 2024; Offer to Purchase

 When and how will I paid for my tendered shares?,
page 14

1.
 You state that tendered shares will be paid for “as promptly as practicable” following the
Expiration Time. Please state the approximate timing of payment, given that this is a cross-border offer for a target company incorporated in the Netherlands. We note that you have not checked the box on the cover page of the Schedule TO indicating
that you are relying on the exemptions provided in Rule 14d-1(d).

Response: The Filing Persons respectfully acknowledge the Staff’s comment and confirm that they are not relying on the exemptions
provided under Rule 14d-1(d) pertaining to cross-border third-party tender offers. As required by Rule 14e-1(e), Purchaser will pay the consideration for tendered Shares
“promptly” after the termination of the Offer and in any event within three U.S. business days after the termination of the Offer.

In response to the Staff’s comment, the Filing Persons have amended the relevant disclosure in each place it appears in the Offer to
Purchase by adding “(and in any event no later than three business days)” after “as promptly as practicable”.

 Position of
Purchaser Regarding the Fairness of the Transaction, page 23

2.
 Revise to provide the required fairness disclosure for all filing persons on the Schedule 13E-3. To the extent that a filer has not conducted its own fairness analysis, it may adopt the conclusion and supporting analysis of another filing person.

Response: The Filing Persons respectfully acknowledge the Staff’s comment and have amended Section 1 of the Special Factors
(Position of Purchaser Regarding the Fairness of the Transaction) of the Offer to Purchase by adding the following paragraph after the last paragraph of that section:

“Parent hereby expressly adopts the conclusion and the supporting analysis of the Purchaser regarding the fairness of the
Transaction.”

3.
 Expand this section to address and explain each filing person’s belief as to the procedural fairness of
the Offer, in the absence of the safeguards outlined in Items 1014(c), (d) and (e) of Regulation M-A. See Item 8 of Schedule 13E-3.

Response: The Filing Persons respectfully acknowledge the Staff’s comment and advise that each of the Filing Persons believes that
the Offer is procedurally fair to unaffiliated shareholders. In response to the Staff’s comment, the Filing Persons have amended Section 1 of the Special Factors (Position of Purchaser Regarding the Fairness of the Transaction) of the
Offer to Purchase by adding the following paragraph to page 25 after the end of the first list of bullet points:

 Page 2 of 27

 “In addition, we believe that the Offer is procedurally fair to Unaffiliated
Shareholders, based on the following factors:

•

 The terms and conditions of the Transaction Framework Agreement, including the Offer Consideration, resulted from
arm’s-length negotiations between the Independent Transaction Committee and Purchaser.

•

 The Transactions, including the Offer, were approved by the Board (other than the Recused Directors), including
all of the Disinterested Directors.

•

 The Independent Transaction Committee were advised by their own competent and experienced independent legal
counsels, including Weil, Gotshal & Manges LLP and NautaDutilh N.V.

•

 The fact that the Independent Transaction Committee retained and received advice and an opinion from UBS, their
independent financial advisor, as to the fairness, from a financial point of view, to Unaffiliated Shareholders of the consideration to be received by such holders in the Offer. A copy of UBS’s fairness opinion, dated June 16, 2024, which
was rendered to the Independent Transaction Committee, is attached as Annex B to the Schedule 14D-9.

•

 No director of the Company affiliated with Purchaser participated in or had any influence on the deliberative
process with respect to the conclusions reached by the Independent Transaction Committee and the Board.

•

 The Unaffiliated Shareholders will have sufficient time to decide whether or not to tender their Shares since the
Offer will remain open for a minimum of 20 business days.

•

 In deciding whether to tender their Shares, the Unaffiliated Shareholders will have the opportunity to consider
the Independent Transaction Committee’s and the Board’s (other than the Recused Directors) positions on the Offer as well as the reasons therefor as more fully described in the Schedule 14D-9 under
the captions “Item 4. THE SOLICITATION OR RECOMMENDATION— Recommendation of the Independent Transaction Committee and the Board” and “—Reasons for the Offer and the Transactions; Fairness of the Offer and the
Transactions.”

 In addition, in response to the Staff’s comment, the Filing Persons have amended Section 1
of the Special Factors (Position of Purchaser Regarding the Fairness of the Transaction) of the Offer to Purchase by amending the following factor in the first list of bullet points:

•

 “In connection with taking the foregoing actions, the Independent Transaction Committee selected and were
advised by their own independent advisors, including Weil, Gotshal & Manges LLP and NautaDutilh N.V., their independent legal counsels, and UBS Securities LLC (“UBS”), their independent financial advisor, and UBS
delivered to the Independent Transaction Committee a. A copy of UBS’s fairness opinion, dated June 16, 2024, which was rendered to the Independent Transaction Committee, a copy of which
is attached as Annex B to the Schedule 14D-9.”

 Page 3 of 27

 In addition, in response to the Staff’s comment, the Filing Persons have amended
Section 1 of the Special Factors (Position of Purchaser Regarding the Fairness of the Transaction) of the Offer to Purchase by deleting the following factors from the first list of bullet points:

•

 “The terms and conditions of the Transaction Framework Agreement, including the Offer Consideration,
resulted from arm’s-length negotiations between the Independent Transaction Committee and Purchaser.

•

 No director of the Company affiliated with Purchaser participated in or had any influence on the deliberative
process with respect to the conclusions reached by the Independent Transaction Committee and the Board.

•

 The Unaffiliated Shareholders will have sufficient time to decide whether or not to tender since the Offer will
remain open for a minimum of 20 U.S. business days.

•

 In deciding whether to tender their Shares, the Unaffiliated Shareholders will have the opportunity to consider
the Independent Transaction Committee and the Board’s (other than the Recused Directors) positions on the Offer as well as the reasons therefor as more fully described in the Schedule 14D-9 under the
captions “Item 4. THE SOLICITATION OR RECOMMENDATION— Recommendation of the Independent Transaction Committee and the Board” and “—Reasons for the Offer and the Transactions; Fairness of the Offer and the Transactions.”

4.
 Address how the Purchaser considered the $2.38 per Share indication of interest from a third party, which
required the discussion and cooperation of Purchaser to proceed, that it declined. Explain how the Purchaser considered this alternative higher value in determining that its Offer is fair.

Response: The Filing Persons respectfully acknowledge the Staff’s comment and have amended Section 1 of the Special Factors
(Position of Purchaser Regarding the Fairness of the Transaction) of the Offer to Purchase by adding the following paragraph after the second list of bullet points on page 25:

“We also considered the $2.38 per Share indication of interest received by the Company from a third party, which was subsequently
withdrawn by that third party, and determined that the Offer is fair, despite the higher per Share consideration offered by the third party, based on the following considerations:

•

 The third-party proposal was not directly comparable to the Offer as it concerned a potential transaction that
implied a squeeze-out of all of the Unaffiliated Shareholders other than E8, whereas the Offer provides all of the Unaffiliated Shareholders with the opportunity to choose whether to liquidate part or all of
their investment in the Company by tendering their Shares in the Offer or to remain invested in the Company and participate in its potential future growth following the consummation of the Offer.

 Page 4 of 27

•

 The third-party proposal included significant timing and execution risks, including contingencies related to
completion of a comprehensive due diligence investigation over an extended period of time, negotiation of a satisfactory co-control structure with Purchaser to be implemented post-closing, and receipt of
required merger control. The Offer, conversely, provides a significantly higher degree of timing and execution certainty with minimal conditionality, including no minimum tender, regulatory or third-party approval or material adverse effect
conditions to completion.

•

 Additionally, the third-party proposal introduced additional risks to the Company, notably the involvement of an
investor with significant interests in a competing enterprise, which could potentially compromise the Company’s competitive positioning.

•

 Furthermore, the proposed governance structure was more complex, which could have impeded the Company’s
operational efficacy and strategic trajectory.

•

 Purchaser gave considerable weight to these factors, recognizing that they could have deleterious implications
for the Company’s operational agility and long-term strategic effectiveness.”

 Related Party Transaction, page 28

5.
 Under the subsection “De-SPAC Transaction Registration Rights
Agreement,” you refer to “a Registration Rights Agreement” entered into by, among others, “the Company” and the “Purchaser.” Please provide that agreement as an exhibit, and provide relevant information called for
by Item 11 of Schedule TO, or advise. See Items 1011(a)(1) and 1016(d) of Regulation M-A.

Response: The Filing Persons respectfully acknowledge the Staff’s comment and advise that the description of Registration Rights
Agreement included in the Offer to Purchase was taken from the Company’s Annual Report on Form 20-F for the year ended December 31, 2023 and, we believe, provides the level of detail required under
Item 1011(a)(1) of Regulation M-A. In response to the Staff’s comment, the Filing Persons have revised the Exhibit Index to the Offer to Purchase to include the following new exhibit:

“(d)(4)
 Registration Rights Agreement, dated as of March 16, 2022, by and among Company, Spartan Acquisition
Sponsor III LLC, Purchaser and E8 Partenaires (incorporated by reference to Exhibit 4.4 to the Form 20-F filed by Allego N.V. with the Securities and Exchange Commission on March 22, 2022)”

 Page 5 of 27

6.
 Refer to the first sentence under subsection “De-SPAC
Transaction Registration Rights Agreement.” Please revise to identify “certain other holders of Shares,” or advise.

Response: The Filing Persons respectfully acknowledge the Staff’s comment and have revised the subsection entitled “De-SPAC Transaction Registration Rights Agreement” of Section 4 of the Special Factors (Related Party Transaction) of the Offer to Purchase to read as follows:

“In connection with the closing of the de-SPAC Transaction, the Company, Purchaser,
E8, and Spartan Acquisition Sponsor III LLC (“Spartan”), and certain other holders of Shares (collectively, the “Reg Rights Holders”) entered into a Registration
Rights Agreement on March 16, 2022 (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, among other things, the Company agreed that, within 15 business days following the de-SPAC Transaction, it would file a shelf registration statement to register the resale of certain securities held by the Reg Rights Holders. The Registration Rights Agreement also provides that in certain
circumstances, Reg Rights Holders that hold Shares having an aggregate value of at least $50 million can demand up to three underwritten offerings. Purchaser also has certain demand registration rights. Each of the Reg Rights Holders are also
entitled to customary piggyback registration rights, subject to certain exceptions, in such case of demand offerings by Purchaser. In addition, under certain circumstances, Purchaser may demand up to three underwritten offerings.”

Materials Prepared by the Parent’s Financial Advisors, page 32

7.
 We note the reference to “other business and financial information of the Company” reviewed by
Morgan Stanley in connection with its March 27 Presentation. If Morgan Stanley reviewed non-public financial forecasts or projections, please summarize that information in the disclosure document, or
advise.

 Response: The Filing Persons respectfully acknowledge the Staff’s comment and have revised the
list of bullet points in Section 8 of the Special Factors (Materials Prepared by the Parent’s Financial Advisors) of the Offer to Purchase to read as follows:

“In connection wi