Allegro MicroSystems (ALGM) Prices 25M Share Offering at $24/sh

Allegro MicroSystems, Inc. (Nasdaq: ALGM) today announced the pricing of a primary offering of 25,000,000 shares of common stock at a public offering price of $24.00 per share, resulting in gross proceeds of $600,000,000 to Allegro (or $579,000,000 to Allegro after giving effect to the underwriters’ discount of $0.84 per share). In addition, Allegro has granted the underwriters a 30-day option to purchase up to an additional 3,750,000 shares of its common stock at the public offering price, less underwriting discounts and commissions. Proceeds from the offering, together with cash on hand or additional borrowings under Allegro’s term loan facility or revolving credit facility, will be used to repurchase shares from Allegro’s majority shareholder, Sanken Electric Co., Ltd. (“Sanken”) at a price per share equal to the price per share at which the underwriters will purchase shares of our common stock in the equity offering from Allegro. On an as adjusted basis after giving effect to the offering and the share repurchase, Sanken will hold approximately 33.2% (or 32.5% if the underwriters’ option to purchase additional shares of Allegro’s common stock is exercised in full) of Allegro’s outstanding common stock. The offering is expected to close on or about July 26, 2024, subject to the satisfaction of customary closing conditions.

Barclays, Morgan Stanley and UBS Investment Bank are acting as joint lead book-running managers for the offering. BofA Securities, Mizuho and Jefferies are acting as book-running managers for the offering. PJT Partners and Needham & Company are acting as co-managers for the offering. PJT Partners is also acting as financial advisor to Allegro.

This offering is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) on July 23, 2024. The shares of common stock will be offered only by means of a prospectus supplement and the accompanying prospectus forming a part of the effective shelf registration statement. Before you invest, you should read the prospectus in that registration statement and the documents incorporated by reference in that registration statement, as well as the prospectus supplement related to this offering.

Copies of the final prospectus supplement related to this offering and the accompanying prospectus may be obtained, when available, from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone (toll-free): (888) 603-5847 or by emailing: [email protected]; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, New York, New York 10014, or by emailing: [email protected]; or UBS Securities LLC, Attention: Prospectus Department, 1285 Avenue of the Americas, New York, NY 10019, by telephone: (888) 827-7275 or by emailing: [email protected]. You may also obtain these and the other documents referred to above for free by visiting the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these 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 any such state or jurisdiction.

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