Luxembourg, July 01, 2024 (GLOBE NEWSWIRE) -- Press Release
This announcement is not an offer, whether directly or indirectly, in Australia,
Belarus, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or
Russia or in any other jurisdiction where such offer would be prohibited by
applicable law pursuant to legislation, restrictions and regulations in the
relevant jurisdiction. Shareholders not resident in Sweden or the United States
who wish to accept the Offers (as defined below) must make inquiries concerning
applicable legislation and possible tax consequences. Shareholders should refer
to the offer restrictions included in the section titled "Important notice" at
the end of this announcement and in the Offer to Purchase (as defined below)
that will be published shortly before the beginning of the acceptance period for
the Offers. United States shareholders should refer to the section titled
"Important Information" and "Special Notice to Shareholders in the United
States" at the end of this announcement.
Atlas Luxco S.à r.l., a subsidiary of Atlas Investissement S.A.S., announces
public offers to purchase all of the outstanding common shares and SDRs of
Millicom International Cellular S.A. for USD 24.00 in cash per Common Share and
per SDR
Atlas Luxco S.à r.l.(1) ("Atlas" or the "Purchaser"), a subsidiary of Atlas
Investissement S.A.S.(1), hereby announces separate but concurrent public offers
in Sweden (the "Swedish Offer") and the United States (the "US Offer", and
together with the Swedish Offer, the "Offers") to the shareholders in Millicom
International Cellular S.A.(2) ("Millicom" or the "Company") to tender all of
their common shares, with nominal value USD 1.50 per share (each, a "Common
Share," and collectively, the "Common Shares"), including Swedish Depositary
Receipts representing Common Shares (each Swedish Depositary Receipt represents
one Common Share) (each, an "SDR" and collectively, the "SDRs," and together
with the Common Shares, the "Shares") in Millicom(3) to Atlas. The Common Shares
are listed on the Nasdaq Stock Market ("Nasdaq US") and the SDRs are listed on
Nasdaq Stockholm, Large Cap ("Nasdaq Stockholm"). Holders of Common Shares and
SDRs will collectively be referred to herein as "Shareholders."
Key Highlights
Atlas firmly believes that the Offers bring (i) compelling value; (ii) high
transaction certainty; and (iii) a unique liquidity opportunity to the Company's
Shareholders, as detailed below:
* Compelling value: The price in the Offers of USD 24.00 per Common Share and
USD 24.00 per SDR(4) (the "Offer Price") represents the highest share price
for the Shares reached by Millicom over the last two years until early May
2024, a 18.8 per cent premium compared to the volume weighted average
trading price for the Shares during the last 90 calendar days ended on May
22, 2024(5), a 27.1 per cent premium compared to the volume weighted average
trading price for the Shares during the last 180 calendar days ended on May
22, 2024(6) and a 37.8 per cent premium compared to the volume weighted
average trading price for the Shares during the last 365 calendar days ended
on May 22, 2024(7).(8)
* High transaction certainty: The Offers are fully financed, and Atlas
believes that the conditions for completion of the Offers are customary for
this type of transaction.
* A unique liquidity opportunity: The Offers allow all Millicom Shareholders
to benefit from full cash liquidity at an attractive price in an environment
where Atlas believes that liquidity has been weak for holders of SDRs and
Common Shares.
Atlas acknowledges the Company's press release published on June 27, 2024 (the
"Pre-Commencement Press Release"), in which the committee of independent
directors of the Board of Directors of Millicom (the "Independent Bid
Committee") stated that, on a preliminary basis, it did not believe that the
Offer Price was in the best interest of the Shareholders. This last-minute
communication does not contain any valuation arguments and only contains the
Independent Bid Committee's updated forecasts as to select features of
Millicom's results of operations for 2024, which continues to be subject to
review by Millicom's management and auditor. Millicom is, under US law, required
to make a formal recommendation or state that it is neutral or is unable to take
a position with respect to the Offers within ten business days from the date of
the publication of the Offer to Purchase (as defined below) and, pursuant to the
Takeover Rules for Nasdaq Stockholm and Nordic Growth Market NGM (the "Swedish
Takeover Rules"), required to announce its formal opinion regarding the Offers
and obtain a fairness opinion from independent experts no later than two weeks
prior to the expiry of the Offer Period (as defined below). As such, this
preliminary communication does not have a material impact on Atlas' assessment
of the Company.
Atlas believes that the evolution of the Company's share price since Atlas'
intentions concerning the Offers were made public is a clear indication that the
Offer Price is attractive.
Summary of the Offers
* Shareholders are being offered USD 24.00 per Common Share and USD 24.00 per
SDR(9).
* The Offers value Millicom, based on all outstanding 171,255,664(10) Shares,
at approximately USD 4.1 billion. The total value of the Offers, based on
the 121,288,930(11) outstanding Shares in Millicom, which are not directly
or indirectly owned by Atlas or its closely related parties, amounts to
approximately USD 2.9 billion(12).
* In the US Offer, the Offer Price represents a premium of:(13)
* 1.8 per cent compared to the closing price of the Common Shares of USD 23.6
on May 22, 2024 (the last day of trading prior to market speculation(14)
regarding a potential public offer for the Company);(15)
* 17.2 per cent compared to the volume weighted average trading price of USD
20.5 for the Common Shares during the last ninety (90) calendar days ended
on May 22, 2024 (the last day of trading prior to market speculation
regarding a potential public offer for the Company);
* 24.4 per cent compared to the volume weighted average trading price of USD
19.3 for the Common Shares during the last one hundred eighty (180) calendar
days ended on May 22, 2024 (the last day of trading prior to market
speculation regarding a potential public offer for the Company); and
* 37.0 per cent compared to the volume weighted average trading price of USD
17.5 for the Common Shares during the last three hundred sixty-five (365)
calendar days ended on May 22, 2024 (the last day of trading prior to market
speculation regarding a potential public offer for the Company).
* In the Swedish Offer, the Offer Price(16) represents a premium of:(17)
* 1.2 per cent compared to the closing price of the SDRs of SEK 251.6 on
May 22, 2024 (the last day of trading prior to market speculation
regarding a potential public offer for the Company);(18)
* 19.3 per cent compared to the volume weighted average trading price of
SEK 213.4 for the SDRs during the last ninety (90) calendar days ended
on May 22, 2024 (the last day of trading prior to market speculation
regarding a potential public offer for the Company);
* 29.3 per cent compared to the volume weighted average trading price of
SEK 197.0 for the SDRs during the last one hundred eighty (180) calendar
days ended on May 22, 2024 (the last day of trading prior to market
speculation regarding a potential public offer for the Company); and
* 37.4 per cent compared to the volume weighted average trading price of
SEK 185.3 for the SDRs during the last three hundred sixty-five (365)
calendar days ended on May 22, 2024 (the last day of trading prior to
market speculation regarding a potential public offer for the Company).
* An offer document regarding the Offers (the "Offer to Purchase") is expected
to be made public on or about July 1, 2024.(19) The initial acceptance
period for the Offers (the "Offer Period") is expected to commence on July
1, 2024, and expire at one minute after 10:59 a.m. EST, or one minute after
4:59 p.m. CEST, on August 16, 2024, unless the Offer Period is extended.
* The Offers are, inter alia, conditional upon the Offers being accepted to
such extent that Atlas becomes the owner of Shares representing ninety-five
(95) per cent or more of the Shares in Millicom. Further, the Offers will be
made on the terms and subject to the conditions 2 - 7 set out below in this
announcement.
Background and reasons for the Offers
The Purchaser has identified Millicom as an attractive investment opportunity
due to its position as a regional market leader in Latin America and its strong
position in South America, its high-quality assets and strong brand. Millicom
has also demonstrated a long-term commitment to the region with its significant
investments, which are expected to support digital development for the relevant
populations and economies as well as the achievement of its ambitious ESG
targets.
The purpose of the Offers is for Atlas to continue to support the Company in the
execution of its strategic plan. Specifically, Atlas wants to continue expanding
the reach and capacity of Millicom's networks and distribution capabilities to
grow its customer base and better leverage its comprehensive telecom expertise.
Atlas believes that the Company will benefit from the Purchaser Group's long-
term knowledge and experience in the telecoms sector across numerous
jurisdictions, as well as the creation of potential synergies that will allow
Millicom to be better equipped to focus on long-term business goals, including
pursuing any potential strategic transactions and acquisitions. The Purchaser
Group will conduct a detailed review of Millicom and will consider what specific
changes would be appropriate to achieve this objective following completion of
the Offers.
Following completion of the Offers, the Purchaser will conduct a detailed review
of Millicom and its assets, corporate structure, dividend policy,
capitalization, indebtedness, operations, properties, policies, management and
personnel, obligations to report under Section 15(d) of the Securities and
Exchange Act of 1934 (the "Exchange Act") and the delisting of its securities
from a registered national securities exchange, and will consider what, if any,
changes would be desirable in light of the circumstances that exist following
completion of the Offers. The Purchaser will evaluate the business and
operations of Millicom following the consummation of the Offers and will take
such actions as the Purchaser deems appropriate under the circumstances then
existing. Thereafter, the Purchaser intends to analyze such information as part
of a comprehensive review of Millicom's business, operations, capitalization and
management with a view to continue enhancing the development of Millicom's
potential. Possible changes could include changes in Millicom's business,
corporate structure, organizational documents, capitalization, management,
business development opportunities, indebtedness, dividend policy or to the
Board of Directors of Millicom (the "Millicom Board"). While the Purchaser's
plans with respect to Millicom do not currently include changing its business
and general strategy, the Purchaser will consider what, if any, changes would be
desirable in light of its review and the circumstances that exist after the
completion of the Offers.
If the conditions for completion of the Offers are satisfied and the Offers are
successful, following the consummation of the Offers and to the extent legally
permitted by applicable law, the Purchaser currently intends to delist the
Common Shares from Nasdaq US and the SDRs from Nasdaq Stockholm, to terminate
the registration of the Common Shares under Section 12(g)(4) of the Exchange Act
and to suspend Millicom's reporting obligations under Section 15(d) of the
Exchange Act.
Initially following the consummation of the Offers, Millicom's business and
operations will be continued substantially as they are currently being conducted
and, except with respect to any transactions that may result from the Company's
ongoing discussions or negotiations involving the Company or certain
subsidiaries in Central and South America, neither the Purchaser nor the
Purchaser Group nor, to the best of their knowledge, any of the directors or
executive officers of the Purchaser or the Parent, has any current plans,
proposals or negotiations that relate to or would result in the following: (a)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Company or any of its subsidiaries, (b) any purchase,
sale or transfer of a material amount of assets of the Company or any of its
subsidiaries, (c) any material change in the Company's present dividend rate or
policy, or indebtedness or capitalization, (d) any change in the present
Millicom Board or management of the Company, including, but not limited to, any
plans or proposals to change the number or the term of directors or to fill any
existing vacancies on the Millicom Board, any changes concerning the Company's
management or employees, or to change any material term of the employment
contract of any executive officer or other employee, (e) any other material
change in the Company's corporate structure, business or with regard to
Millicom's operational sites, (f) any class of security of the Company to be de-
listed from a national securities exchange or cease to be authorized to be
quoted in an automated quotations system operated by a national securities
association or (g) any class of equity securities of the Company becoming
eligible for termination of registration under section 12(g)(4) of the Exchange
Act.
The Purchaser does not at this point in time anticipate that Millicom's business
will be materially affected as a result of the Offers, though as noted above,
upon completion of the Purchaser's detailed review following completion of the
Offers, the Purchaser intends to leverage the Purchaser Group's long-term
knowledge and experience in the telecoms sector across numerous jurisdictions to
explore potential synergies, focus on long-term business goals and pursue any
potential strategic transactions and acquisitions that may arise.
Furthermore, at this point in time there are no employees in Atlas, implying
that the Offers will not entail any changes for the management and employees in
Atlas. The Purchaser does not anticipate that the Offers will affect Atlas'
business.
The Offer
Consideration
Shareholders are being offered USD 24.00 per Common Share and USD 24.00 per
SDR(20).
In the US Offer, the Offer Price is payable net to the seller in cash, without
interest, less any withholding taxes that may be applicable. In the Swedish
Offer, settlement will be made in SEK and the Offer Price will be set, based on
the obtained USD/SEK exchange rate, as close to the settlement date as the
Purchaser is able. The conversion of USD to SEK will be made in connection with
the Purchaser making the consideration available to the Swedish settlement agent
(expected around three business days following an announcement that the
Purchaser declares the Offers unconditional and will complete the Offers), by
the Swedish settlement agent at the prevailing market rates. The conversion may
be affected by the availability of currency and the amount of SEK to be settled.
This further means that the conversion may need to take place over more than one
day.
Should Millicom, prior to the settlement of the Offers, distribute dividends or
in any other way distribute or transfer value to its Shareholders, the Offer
Price will be adjusted accordingly. In the event of either of the foregoing,
Atlas reserves the right to determine whether this price adjustment mechanism or
condition 7 to completion of the Offers (see below) will be invoked.
No commission will be charged in respect of the settlement of the Shares in
Millicom tendered to Atlas under the Offers.
Premium
In the US Offer, the Offer Price represents a premium of:(21)
* 1.8 per cent compared to the closing price of the Common Shares of USD 23.6
on May 22, 2024 (the last day of trading prior to market speculation(22)
regarding a potential public offer for the Company);(23)
* 17.2 per cent compared to the volume weighted average trading price of USD
20.5 for the Common Shares during the last ninety (90) calendar days ended
on May 22, 2024 (the last day of trading prior to market speculation
regarding a potential public offer for the Company);
* 24.4 per cent compared to the volume weighted average trading price of USD
19.3 for the Common Shares during the last one hundred eighty (180) calendar
days ended on May 22, 2024 (the last day of trading prior to market
speculation regarding a potential public offer for the Company); and
* 37.0 per cent compared to the volume weighted average trading price of USD
17.5 for the Common Shares during the last three hundred sixty-five (365)
calendar days ended on May 22, 2024 (the last day of trading prior to market
speculation regarding a potential public offer for the Company).
In the Swedish Offer, the Offer Price(24) represents a premium of:(25)
* 1.2 per cent compared to the closing price of the SDRs of SEK 251.6 on May
22, 2024 (the last day of trading prior to market speculation regarding a
potential public offer for the Company);(26)
* 19.3 per cent compared to the volume weighted average trading price of SEK
213.4 for the SDRs during the last ninety (90) calendar days ended on May
22, 2024 (the last day of trading prior to market speculation regarding a
potential public offer for the Company);
* 29.3 per cent compared to the volume weighted average trading price of SEK
197.0 for the SDRs during the last one hundred eighty (180) calendar days
ended on May 22, 2024 (the last day of trading prior to market speculation
regarding a potential public offer for the Company); and
* 37.4 per cent compared to the volume weighted average trading price of SEK
185.3 for the SDRs during the last three hundred sixty-five (365) calendar
days ended on May 22, 2024 (the last day of trading prior to market
speculation regarding a potential public offer for the Company).
On a blended basis to illustrate one premium for both Offers, the Offer Price
represents a premium of:(27)
* 18.8 per cent compared to the volume weighted average trading price of USD
20.2 for the Shares during the last ninety (90) calendar days ended on May
22, 2024 (the last day of trading prior to market speculation regarding a
potential public offer for the Company);
* 27.1 per cent compared to the volume weighted average trading price of USD
18.9 for the Shares during the last one hundred eighty (180) calendar days
ended on May 22, 2024 (the last day of trading prior to market speculation
regarding a potential public offer for the Company); and
* 37.8 per cent compared to the volume weighted average trading price of USD
17.4 for the Shares during the last three hundred sixty-five (365) calendar
days ended on May 22, 2024 (the last day of trading prior to market
speculation regarding a potential public offer for the Company).
The total value of the Offers
The Offers value Millicom, based on all outstanding 171,255,664(28) Shares, at
approximately USD 4.1 billion. The total value of the Offers, based on the
121,288,930(29) outstanding Shares in Millicom, which are not directly or
indirectly owned by Atlas or its closely related parties, amounts to
approximately USD 2.9 billion(30).
Statement by the independent bid committee and fairness opinion
Atlas has been informed that the Millicom Board has established an Independent
Bid Committee consisting entirely of directors independent from the Purchaser
and the Parent.
As of the date of this announcement, the Millicom Board, through the Independent
Bid Committee, has not made a formal recommendation regarding the Offers and has
not stated whether the Offers, as outlined in the Offer to Purchase, which is
expected to be made public on or around July 1, 2024, are fair or in the best
interests of the Company and its "unaffiliated security holders" as defined in
Rule 13e-3 under the Exchange Act. Though the Independent Bid Committee shared
its preliminary views in the Pre-Commencement Press Release, the Independent Bid
Committee is, in accordance with the Swedish Takeover Rules, required to
announce its formal opinion regarding the Offers and obtain a fairness opinion
from independent experts no later than two weeks prior to the expiry of the
Offer Period. Under US law, Millicom is required to make a formal recommendation
or state that it is neutral or is unable to take a position with respect to the
Offers in a Solicitation/Recommendation Statement on Schedule 14D-9, and to
publish such recommendation or send it to holders of Common Shares within ten US
business days from the date of the Offer to Purchase. In each case the
Independent Bid Committee is required to explain the reasons for its position.
The Pre-Commencement Press Release does not constitute any such formal opinion
or recommendation.
The Independent Bid Committee consists of the Millicom Non-Executive Directors
Mauricio Ramos, Bruce Churchill, Justine Dimovic, Tomas Eliasson, Blanca Treviño
de Vega and María Teresa Arnal. The Millicom Non-Executive Directors Thomas
Reynaud, Aude Durand and Maxime Lombardini have not participated in, and will
not participate in, the Independent Bid Committee's handling of or decisions
regarding the Offers as they have a conflict of interest pursuant to Rule II.18
of the Swedish Takeover Rules (see "Certain closely related parties" below).
Atlas' shareholding in Millicom
As of the date of this announcement, Atlas holds 49,966,734 Shares (composed
entirely of SDRs)(31) in Millicom, which corresponds to approximately 29.03(32)
per cent of the share capital and the total number of votes in Millicom. Atlas
is an affiliate (as defined under US federal securities laws) of Millicom and
has during the six (6) months preceding the announcement of the Offers acquired
131,587 SDRs at a price per SDR not exceeding the Offer Price. The highest price
paid per SDR during the six (6) months preceding the announcement of the Offers
was SEK 192.51.
Apart from the above, neither Atlas nor any of its closely related companies or
closely related parties owns or controls any Shares in Millicom, nor any
financial instruments that give financial exposure equivalent to holding Shares
in Millicom, at the time of this announcement. Neither Atlas nor any of its
closely related companies or closely related parties have acquired or agreed to
acquire any Shares or any other financial instruments in Millicom that give
financial exposure equivalent to holding Shares in Millicom at a price above the
Offer Price during the six (6) months preceding the announcement of the Offers.
To the extent permissible under applicable laws and regulations, Atlas and its
closely related companies or closely related parties may acquire, or take
measures to acquire, Shares in other ways than through the Offers. Information
about such acquisitions of Shares, or measures to acquire Shares, will be
disclosed in accordance with applicable laws and regulations.
Conditions for completion of the Offers
The completion of the Offers is conditional upon:
1. the Offers being accepted to such extent that Atlas becomes the owner of
Shares representing ninety five (95) per cent or more of the Shares in
Millicom;(33)
2. noother party announcing an offer to acquire Shares on terms that are more
favorable to the Shareholders than the Offers;
3. with respect to the Offers and completion of the acquisition of Millicom,
receipt of all necessary regulatory, governmental or similar clearances,
approvals, decisions and other actions from authorities or similar,
including from competition authorities, being obtained, in each case on
terms which, in Atlas' opinion, are acceptable;
4. neither the Offers nor the acquisition of Millicom being rendered wholly or
partially impossible or significantly impeded as a result of legislation or
other regulation, any decision of a court or public authority, or any
similar circumstance;
5. no circumstances having occurred which could have a material adverse effect
or could reasonably be expected to have a material adverse effect on
Millicom's financial position or operations, including Millicom's sales,
results, liquidity, equity ratio, equity or assets;
6. no information made public by Millicom, or otherwise made available to Atlas
by Millicom, being inaccurate, incomplete or misleading, and Millicom having
made public all information which should have been made public; and
7. Millicom not taking any action that is likely to impair the prerequisites
for making or completing the Offers.
Atlas reserves the right to withdraw the Offers in the event that it is clear
that any of the above conditions are not satisfied or cannot be satisfied.
However, with regard to conditions 2 - 7 above, the Offers may only be withdrawn
where the non-satisfaction of such condition is of material importance to Atlas'
acquisition of Millicom or if otherwise approved by the Swedish Securities
Council (Sw. Aktiemarknadsnämnden).
Atlas reserves the right to waive, in whole or in part, one, several or all of
the conditions 1 - 7 set out above, including, with respect to condition 1
above, to complete the Offers at a lower level of acceptance.
Certain closely related parties
The Millicom Non-Executive Director Thomas Reynaud is the Chief Executive
Officer and member of the Board of Directors of Iliad Group,(34) the Millicom
Non-Executive Director Aude Durand is the Deputy Chief Executive Officer of
Iliad Holding and Iliad Group and the Millicom Non-Executive Director, President
and Chief Operating Officer Maxime Lombardini is the Vice-Chairman of the Board
of Directors of Iliad Group, and they are therefore not considered independent
in relation to Atlas pursuant to the Swedish Takeover Rules. Consequently,
Thomas Reynaud, Aude Durand and Maxime Lombardini have a conflict of interest
pursuant to Rule II.18 of the Swedish Takeover Rules. For this reason, they have
not participated, and will not participate, in Millicom's handling of matters
regarding the Offers.
The above means that Section III of the Swedish Takeover Rules is applicable to
the Swedish Offer, entailing that the Offer Period shall be at least four weeks
and that Millicom is obliged to obtain and make public a valuation opinion (a
fairness opinion) regarding the Shares from independent experts.
Certain information concerning the Parent and the Purchaser
Atlas is a private limited liability company (société à responsabilité limitée)
existing under the laws of Luxembourg, having its registered office at 53,
boulevard Royal, L-2449 Luxembourg, Luxembourg, with corporate registration
number B274990 with the Luxembourg Trade and Companies Registry (R.C.S.
Luxembourg). Atlas is a subsidiary of the Parent. Atlas was incorporated on
February 1, 2023, and registered with the Luxembourg Trade and Companies
Registry (R.C.S. Luxembourg) on February 9, 2023. Atlas is a financial holding
company. The Parent is a simplified joint-stock company (société par actions
simplifiée) domiciled in Paris, France, with corporate registration number
908 070 188 with the Paris Trade and Companies Registry (R.C.S Paris).
Atlas and the Parent are long-term industrial investors looking to support the
development and profitable growth of the telecoms sector through targeted
investments in assets that offer opportunities for significant value creation.
The Parent is a majority owned subsidiary of NJJ Holding S.A.S., an investment
vehicle wholly owned by Xavier Niel, who is also the owner of the Iliad Group.
NJJ Holding S.A.S. is an investor in telecom assets with presence in
Switzerland, Ireland, Monaco, Cyprus, Malta, Sweden and the Baltics, while Iliad
Group is one of the leading telecom providers present in France, Italy, Poland,
Sweden and the Baltics. Xavier Niel has significant expertise in the telecoms
sector and an outstanding track record of innovation and strategy execution,
with a 30-year track record of innovation in the sector.
Today nearly 50 million active subscribers - more than 1 in 10 Europeans - use
Iliad or NJJ-owned or affiliated networks.
Financing of the Offers
The consideration payable in respect of the Offers is financed in full through
funds available to the Purchaser pursuant to financing provided by BNP Paribas,
Crédit Agricole Corporate and Investment Bank, JPMorgan Chase Bank, N.A., London
Branch, J.P. Morgan SE, Natixis and Société Générale under the debt commitment
letters and related interim facilities agreement, on terms customary for
financing of public offers on the US and Swedish markets.
The above-mentioned financing provides Atlas with sufficient cash resources to
satisfy in full the consideration payable in respect of the Offers and,
accordingly, completion of the Offers is not subject to any financing condition.
Review of information in connection with the Offers
Atlas has been permitted by the Independent Bid Committee to carry out a limited
confirmatory due diligence review of Millicom in connection with the preparation
of the Offers. To Atlas' knowledge, no material non-public or inside information
has been disclosed to Atlas during the process.
Approvals from authorities
The completion of the Offers is conditional upon all necessary clearances,
approvals, decisions, and other actions from authorities or similar, including
approvals from competition authorities, being obtained, in each case on terms
which, in Atlas' opinion, are acceptable.
According to Atlas' assessment, the Offers will require customary regulatory
approvals in the United States, Bolivia and Colombia. Atlas has initiated the
work on filings relevant for the transaction. Atlas expects necessary clearances
to be obtained prior to the end of the Offer Period.
Preliminary timetable(35)
Publication of the Offer to Purchase July 1, 2024
Offer Period July 1, 2024 - August
16, 2024
Estimated date of settlement On or around August 29, 2024
The Purchaser reserves the right to extend the Offer Period, as well as to
postpone the settlement date. If the Swedish Offer is extended in accordance
with Swedish law, the US Offer is expected to be extended so that it will expire
on the same day as, and simultaneously with, the Swedish Offer. If the US Offer
is extended in accordance with US law, the Swedish Offer is expected to be
extended so that it will expire on the same day as, and simultaneously with, the
US Offer.
Takeover squeeze-out, takeover sell-out and delisting
If the conditions for completion of the Offers are satisfied and the Offers are
successful, the Purchaser currently intends to cause the delisting of the Common
Shares from Nasdaq US as promptly as practicable after the consummation of the
Offers, as permitted by applicable law and the rules of Nasdaq US.
In the event the Purchaser, in connection with the Offers or otherwise, has
acquired securities representing not less than ninety five (95) per cent of the
capital carrying voting rights and ninety five (95) per cent of the voting
rights in Millicom, the Purchaser will have the right to exercise takeover
squeeze-out in accordance with the Luxembourg law of 19 May 2006 transposing
Directive 2004/25/EC of the European Parliament and of the Council of 21 April
2004 on takeover bids (the "Luxembourg Takeover Law") to acquire all remaining
Shares in Millicom. Furthermore, pursuant to the Luxembourg Takeover Law, if
following the Offers, the Purchaser holds securities carrying more than ninety
(90) per cent of the voting rights in Millicom, the remaining Shareholders may
require that the Purchaser purchases the remaining Shares at a fair price by
exercising a takeover sell-out. In connection with a takeover squeeze-out or a
takeover sell-out, the Purchaser intends to promote delisting of the SDRs from
Nasdaq Stockholm.
Applicable law and disputes
The Swedish Offer, as well as any agreements entered into between Atlas and the
Shareholders in Millicom as a result of the Swedish Offer, shall be governed and
construed in accordance with substantive Swedish law, save for certain corporate
law aspects which are governed by Luxembourg law. Any dispute regarding the
Swedish Offer or agreements in connection therewith shall be settled exclusively
by Swedish courts, and the District Court of Stockholm (Sw. Stockholms
tingsrätt) shall be the court of first instance. The US Offer shall be governed
and construed in accordance with US federal securities laws, as well as Swedish
law pursuant to certain exemptions where applicable, and Luxembourg law for
certain corporate law aspects.
The Swedish Takeover Rules and the Swedish Securities Council's statements and
rulings regarding the interpretation and application of the Swedish Takeover
Rules are applicable to the Swedish Offer. Furthermore, Atlas has, in accordance
with the Swedish Takeovers Act (Sw. lag (2006:451) om offentliga
uppköpserbjudanden på aktiemarknaden), on June 30, 2024, contractually
undertaken, in writing, towards Nasdaq Stockholm AB to comply with said rules
and statements and to accept any sanctions that can be imposed by Nasdaq
Stockholm AB in the event of a breach of the Swedish Takeover Rules. On July
1, 2024, Atlas informed the Swedish Financial Supervisory Authority about the
Offers and the above-mentioned undertaking towards Nasdaq Stockholm AB.
Advisors
BNP Paribas S.A., Crédit Agricole Corporate and Investment Bank, J.P. Morgan
Securities plc, J.P. Morgan Securities LLC, Lazard Frères S.A.S. and Société
Générale are acting as financial advisors to Atlas Investissement S.A.S. and
Handelsbanken is acting as financial advisor to Atlas. Skadden, Arps, Slate,
Meagher & Flom LLP, Roschier Advokatbyrå AB and Arendt & Medernach SA are legal
advisors to Atlas and Atlas Investissement S.A.S. in connection with the Offers.
Atlas Luxco S.à r.l.
The Board of Managers
About Atlas Investissement
Atlas Investissement is a majority owned subsidiary of NJJ Holding, an
investment vehicle wholly owned by Xavier Niel, a recognised entrepreneur and
major long-term investor in the telecoms sector across several European and
African markets. Xavier Niel is also the owner of the Iliad Group. NJJ Holding
is an investor in telecom assets with presence in Switzerland, Ireland, Monaco,
Cyprus, Malta, Sweden and the Baltics, while Iliad Group is one of the leading
telecom providers present in France, Italy, Poland, Sweden and the Baltics.
Information about the Offers:
Information about the Offers is made available at:
www.atlas-investissement.com/en/offers
For additional information, please contact:
Cornelia Schnepf, FinElk
cornelia.schnepf@finelk.eu
+44 7387 108 998
Louise Tingström, FinElk
louise.tingstrom@finelk.eu
+44 7899 066 995
For administrative questions regarding the Swedish Offer, please contact your
bank or the nominee registered as holder of your SDRs.
The information in this press release was submitted for publication by Atlas in
accordance with the Swedish Takeover Rules. The information was submitted for
publication on July 1, 2024 at 07.30 a.m. (CEST).
Important information:
In the US Offer, this communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell securities
of Millicom. It is also not a substitute for the tender offer materials that
Atlas will file with the SEC upon commencement of the US Offer. At the time that
the US Offer is commenced, Atlas will file a Tender Offer Statement and Rule
13e-3 Transaction Statement under cover of Schedule TO with the SEC, and
Millicom will file a Solicitation/Recommendation Statement on Schedule 14D-9
with the SEC with respect to the US Offer. THE TENDER OFFER MATERIALS (INCLUDING
AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER
OFFER DOCUMENTS), THE SOLICITATION/RECOMMENDATION STATEMENT AND TRANSACTION
STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND
BE CONSIDERED BY MILLICOM'S SECURITYHOLDERS BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFERS. The Tender Offer Statement, Rule 13e-3 Transaction
Statement and Solicitation/Recommendation Statement will be made available to
Millicom's investors and security holders free of charge. A free copy of the
Tender Offer Statement, Rule 13e-3 Transaction Statement and
Solicitation/Recommendation Statement will also be made available to all of
Millicom's investors and security holders by visiting Atlas' website at
www.atlas-investissement.com/en/offers. In addition, the Tender Offer Statement,
Rule 13e-3 Transaction Statement and Solicitation/Recommendation Statement (and
all other documents filed by Millicom with the SEC) will be available at no
charge on the SEC's website (www.sec.gov) upon filing with the SEC. MILLICOM'S
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE TENDER OFFER STATEMENT,
RULE 13E-3 TRANSACTION STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT,
AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT
DOCUMENTS FILED BY ATLAS OR MILLICOM WITH THE SEC WHEN THEY BECOME AVAILABLE
BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE OFFERS. THESE MATERIALS WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE OFFERS, ATLAS AND MILLICOM.
Cautionary Note Regarding Forward-Looking Statements
This announcement and other related documents delivered to you and/or
incorporated by reference herein include "forward-looking statements," including
statements regarding the Purchaser Group, any member of the Purchaser Group's
future prospects, developments and business strategies, timing and completion of
the Offers, compelling value of the Offers and the Offer Price, purpose of the
Offers, future performance, plans, growth and other trend projections and other
benefits of the Offers, certainty of the Offers and the potential to satisfy the
conditions for completion of the Offers, regulatory approvals required for
completion of the Offers, the possibility that competing offers will be made,
potential adverse reactions or changes to business relationships as a result of
the Offers and costs, charges or expenses relating to the Offers. These
statements may generally, but not always, be identified by the use of words such
as "anticipates," "intends," "expects," "believes," or similar expressions.
By their nature, forward-looking statements involve risk and uncertainty because
they relate to events and depend on assumptions and circumstances that may occur
in the future. Actual results could differ materially from those set forth in
forward-looking statements due to a variety of factors, many of which are
outside the control of Atlas, the Purchaser Group and Millicom, including
changes in domestic and foreign economic and market conditions; the effect of
changes in governmental regulations; any natural disaster, public health crisis
or other catastrophic event; and the effect of laws and regulations governing
government contracts, as well as the possibility that expected benefits related
to recent or pending acquisitions, including the Offers, may not materialize as
expected; the Offers not being timely completed, if completed at all; regulatory
approvals required for the transaction not being timely obtained, if obtained at
all, or being obtained subject to conditions; prior to the completion of the
transaction, Millicom's business experiencing disruptions due to transaction-
related uncertainty or other factors making it more difficult to maintain
relationships with employees, customers, licensees, other business partners or
governmental entities; difficulty retaining key employees; the outcome of any
legal proceedings related to the Offers; the parties being unable to
successfully implement integration strategies or to achieve expected synergies
and operating efficiencies within the expected time frames or at all and other
risk factors listed in Millicom's most recent annual report on Form 20-F. There
can be no assurance that actual results will not differ materially from those
expressed or implied by these forward-looking statements.
Any forward-looking statements made herein speak only as of the date on which
they are announced, and you should not rely on these forward-looking statements
as representing Atlas' or the Purchaser Group's views as of any date after
today. Except as required by the Swedish Takeover Rules or applicable law or
regulation, Atlas and the Purchaser Group expressly disclaims any obligation or
undertaking to publicly announce updates or revisions to any forward-looking
statements contained in this announcement to reflect any change in expectations
with regard thereto or any change in events, conditions or circumstances on
which any such statement is based. The reader should, however, consult any
additional disclosures that Atlas, the Purchaser Group or Millicom have made or
may make.
Important notice
The Offers are not being made, directly or indirectly, in Australia, Belarus,
Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or Russia or in
any other jurisdiction where such offer would be prohibited by applicable law
pursuant to legislation, restrictions and regulations in the relevant
jurisdiction, by use of mail or any other communication means or instrumentality
(including, without limitation, facsimile transmission, electronic mail, telex,
telephone and the internet) of interstate or foreign commerce, or of any
facility of national securities exchange or other trading venue, of Australia,
Belarus, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or
Russia or in any other jurisdiction where such offer would be prohibited by
applicable law pursuant to legislation, restrictions and regulations in the
relevant jurisdiction, and the Offers cannot be accepted by any such use or by
such means, instrumentality or facility of, in or from, Australia, Belarus,
Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or Russia or in
any other jurisdiction where such offer would be prohibited by applicable law
pursuant to legislation, restrictions and regulations in the relevant
jurisdiction. Accordingly, this press release or any documentation relating to
the Offers are not being and should not be sent, mailed or otherwise distributed
or forwarded in or into Australia, Belarus, Canada, Hong Kong, Japan, New
Zealand, Singapore, South Africa or Russia or in any other jurisdiction where
such offer would be prohibited by applicable law pursuant to legislation,
restrictions and regulations in the relevant jurisdiction.
This press release is not being, and must not be, sent to shareholders with
registered addresses in Australia, Belarus, Canada, Hong Kong, Japan, New
Zealand, Singapore, South Africa or Russia. Banks, brokers, dealers and other
nominees holding shares for persons in Australia, Belarus, Canada, Hong Kong,
Japan, New Zealand, Singapore, South Africa or Russia must not forward this
press release or any other document received in connection with the Offers to
such persons.
The Offers, the information and documents contained in this press release are
not being made and has not been produced by, and has not been approved by, an
"authorised person" for the purposes of section 21 of the UK Financial Services
and Markets Act 2000 (as amended, the "FSMA"). The communication of the
information and documents or materials contained in this press release to
persons in the United Kingdom is exempt from the restrictions on financial
promotions in section 21 of the FSMA on the basis that it is a communication by
or on behalf of a body corporate which relates to a transaction to acquire
shares in a body corporate and the object of the transaction may reasonably be
regarded as being the acquisition of day-to-day control of the affairs of that
body corporate, or to acquire fifty (50) per cent or more of the voting shares
in that body corporate, within Article 62 (Sale of a body corporate) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
BNP Paribas S.A., authorized and lead-supervised by the European Central Bank in
Frankfurt-am-Main (Germany) and the Autorité de Contrôle Prudentiel et de
Résolution in Paris (France), Crédit Agricole Corporate and Investment Bank,
authorized and lead-supervised regulated by the European Central Bank (ECB) in
Frankfurt-am-Main (Germany) and the Autorité de Contrôle Prudentiel et de
Résolution (ACPR) in Paris (France), J.P. Morgan Securities plc, authorized by
the Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority the United Kingdom, J.P.
Morgan Securities LLC, subject to regulatory supervision by a variety of US
regulators including the Federal Reserve Bank, the SEC, FINRA, NYSE, CBOE and
other exchanges and state regulatory organizations in the United States, Lazard
Frères S.A.S., and Société Générale, authorized and supervised by the European
Central Bank (ECB) and the Autorité de Contrôle Prudentiel et de Résolution (the
French Prudential Control and Resolution Authority) (ACPR) and regulated by the
Autorité des Marchés Financiers (the French financial markets regulator) (AMF)
(each a "Parent Financial Advisor", and together the "Parent Financial
Advisors"). The Parent Financial Advisors are the financial advisors to Parent
and to no one else in connection with the Offers and will not regard any other
person as their client in relation to the Offers. The Parent Financial Advisors
are not responsible to anyone other than Parent for providing the protections
afforded to their clients, nor for providing advice in connection with the
Offers. The Parent Financial Advisors were not requested to, and did not, render
an opinion with respect to the fairness of the Offers or any consideration to be
paid in the Offers, including the Offer Price, or as to valuation or otherwise.
The Parent Financial Advisors have not recommended any specific Offer Price to
Parent or Purchaser or their respective directors, shareholders, creditors or
other relevant parties.
Svenska Handelsbanken AB (publ) which is authorized and regulated by the Swedish
Financial Supervisory Authority in Sweden (the "Atlas Financial Advisor"), is
the financial advisor to Atlas and to no one else in connection with the Offers
and will not regard any other person as its client in relation to the Offers.
The Atlas Financial Advisor is not responsible to anyone other than Atlas for
providing the protections afforded to its clients, nor for providing advice in
connection with the Offers. The Atlas Financial Advisor was not requested to,
and did not, render an opinion with respect to the fairness of the Offers or any
consideration to be paid in the Offers, including the Offer Price, or as to
valuation or otherwise. The Atlas Financial Advisor has not recommended any
specific OfferPrice to Parent or Purchaser or their respective directors,
shareholders, creditors or other relevant parties.
Special notice to Shareholders in the United States
US Holders, as defined in Rule 14d-1 of the Exchange Act ("US Holders"), of SDRs
are advised that the SDRs are not registered under the US Securities Act of
1933, as amended. The Offers are being made in the United States in accordance
with US federal securities laws, including Regulation 14D and Regulation 14E
promulgated under the Exchange Act, subject to the exemptions provided by Rule
14d-1(d) (the "Tier II Exemptions") under the Exchange Act, and otherwise in
accordance with the requirements of Swedish law. Accordingly, the Offers are
subject to disclosure and other procedural requirements, including with respect
to notice of extensions, withdrawal rights, settlement procedures and timing of
payments, that are different from those applicable under US domestic tender
offer procedures and law, and certain rules applicable to US tender offers made
in the United States do not apply. Accordingly, US Holders of SDRs are advised
of the risk that they may not be afforded the same rights under US federal
securities laws by participating in the Swedish Offer. US Holders are encouraged
to consult with their own advisors regarding the Offers.
As permitted under the Tier II Exemptions, notices of extensions of the Offers
and the settlement of the Offers are based on the applicable Swedish and
Luxembourg law provisions which differ from the extension and settlement
procedures customary in the United States, particularly as regards the time when
notice must be given and payment of the consideration is rendered, respectively.
The Offers, which are subject to Swedish law and Luxembourg law, are being made
to holders of Common Shares and holders of SDRs in accordance with the
applicable United States securities laws, and the exemptions applicable
thereunder, in particular the Tier II Exemptions.
It may be difficult for US Holders or other Shareholders participating in the
Swedish Offer to enforce their rights and any claims they may have arising under
the US federal or state securities laws in connection with the Swedish Offer,
since the Company and Atlas are located in countries other than the United
States, and some or all of their officers and directors may be residents of
countries other than the United States. US Holders may not be able to sue the
Company or Atlas or their respective officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to compel the
Company or Atlas and/or their respective affiliates to subject themselves to the
jurisdiction or judgment of a US court.
To the extent permissible under applicable law and regulations, including Rule
14e-5 under the Exchange Act, Atlas and its affiliates or brokers (acting as
agents for Atlas or its affiliates, as applicable) may from time to time after
the date hereof directly or indirectly purchase or arrange to purchase SDRs
outside the United States, or any securities that are convertible into,
exchangeable for or exercisable for such Shares, other than pursuant to the
Offers, during the period in which the Offers remain open for acceptance. These
purchases may occur either in the open market at prevailing prices or in private
transactions at negotiated prices. In addition, the financial advisors to Parent
and/or the Atlas Financial Advisor may also engage in ordinary course trading
activities in securities of the Company, which may include purchases or
arrangements to purchase such securities as long as such purchases or
arrangements are in compliance with the applicable law, including Rule 14e-5
under the Exchange Act. Any information about such purchases will be announced
to US Holders through relevant electronic media if, and to the extent, such
announcement is required under applicable Swedish or US law, rules or
regulations.
THE OFFERS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY US STATE
SECURITIES COMMISSION, NOR HAS THE SEC OR ANY US STATE SECURITIES COMMISSION
PASSED UPON THE FAIRNESS OR MERITS OF THE OFFERS OR UPON THE ACCURACY OR
ADEQUACY OF THE INFORMATION CONTAINED IN THIS PRESS RELEASE OR WHETHER THE
CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL AND A CRIMINAL OFFENSE IN THE UNITED STATES.
--------------------------------------------------------------------------------
(1) Atlas Luxco S.à r.l., a private limited liability company (société à
responsabilité limitée) existing under the laws of the Grand Duchy of Luxembourg
("Luxembourg"), having its registered office at 53, boulevard Royal, L-2449
Luxembourg, Luxembourg with corporate registration number B274990 with the
Luxembourg Trade and Companies Registry (R.C.S. Luxembourg), is a subsidiary of
Atlas Investissement S.A.S., a simplified joint-stock company (société par
actions simplifiée), having its registered office at 16 Rue de la Ville-
l'Évêque, FR-75008 Paris, France, with corporate registration number
908 070 188 with the Paris Trade and Companies Registry (R.C.S Paris) (the
"Parent"). The Parent is a majority owned subsidiary of NJJ Holding S.A.S., a
simplified joint-stock company (société par actions simplifiée) domiciled in
Paris, France, wholly owned by Xavier Niel (Atlas Luxco S.à r.l., Atlas
Investissement S.A.S., NJJ Holding S.A.S. and Xavier Niel are together referred
to as the "Purchaser Group").
(2) Millicom International S.A., a public limited liability company (société
anonyme) existing under the laws of Luxembourg, having its registered office at
2, rue du Fort Bourbon, L-1249 Luxembourg, with corporate registration number
B40630 with the Luxembourg Trade and Companies Registry (R.C.S. Luxembourg).
(3) Excluding 840,641 Common Shares and/or SDRs held in treasury by Millicom.
(4) Corresponding to SEK 254.67 per SDR, based on an illustrative USD/SEK
exchange rate of 10.6 as of June 28, 2024. The Offer Price per SDR in SEK that
will be paid to the holders of SDRs will be set based on the USD/SEK exchange
rate as close to the settlement date as the Purchaser is able.
(5) The last day of trading prior to market speculation regarding a potential
public offer for the Company.
(6) The last day of trading prior to market speculation regarding a potential
public offer for the Company.
(7) The last day of trading prior to market speculation regarding a potential
public offer for the Company.
(8) The blended share price premium is calculated using the daily volume-
weighted average share prices of the Common Shares on Nasdaq US and the SDRs on
Nasdaq Stockholm expressed in USD, with the SDR price converted from SEK to USD
using the daily SEK/USD exchange rate.
(9) Corresponding to SEK 254.67 per SDR, based on an illustrative USD/SEK
exchange rate of 10.6 as of June 28, 2024. The Offer Price per SDR in SEK that
will be paid to the holders of SDRs will be set based on the USD/SEK exchange
rate as close to the settlement date as the Purchaser is able.
(10) Based on 172,096,305 issued Common Shares in Millicom, less 840,641 Common
Shares and/or SDRs held in treasury by Millicom.
(11) Based on 172,096,305 issued Common Shares in Millicom, less 840,641 Common
Shares and/or SDRs held in treasury by Millicom and 49,966,734 SDRs held by the
Purchaser.
(12) Corresponding to approximately SEK 30.9 billion, based on an illustrative
USD/SEK exchange rate of 10.6 as of June 28, 2024.
(13) Source for Millicom's Common Share prices: Nasdaq US.
(14) On May 23, 2024, in response to the market speculation, the Parent
announced through a press release that it was exploring a potential all-cash
tender offer for Millicom securities.
(15) Representing a premium of -2.2 per cent compared to the closing price of
the Common Shares of USD 24.6 on June 28, 2024 (the last day of trading prior to
the announcement of the Offers).
(16) Based on the Offer Price of USD 24.00 per SDR, corresponding to SEK 254.67
per SDR, based on an illustrative USD/SEK exchange rate of 10.6 as of June
28, 2024.
(17) Source for Millicom's SDR prices: Nasdaq Stockholm.
(18) Representing a premium of -1.3 per cent compared to the closing price of
the SDRs of SEK 258.0 on June 28, 2024 (the last day of trading prior to the
announcement of the Offers).
(19) The Offer to Purchase is prepared in English only in accordance with a
language exemption granted by the Swedish Financial Supervisory Authority in
respect of the requirement to prepare the Offer to Purchase in the Swedish
language. As an effect, this press release and any subsequent press releases and
other communication concerning the Offers will be prepared only in the English
language.
(20) Corresponding to SEK 254.67 per SDR, based on an illustrative USD/SEK
exchange rate of 10.6 as of June 28, 2024. The Offer Price per SDR in SEK that
will be paid to the holders of SDRs will be set based on the USD/SEK exchange
rate as close to the settlement date as the Purchaser is able.
(21) Source for Millicom's Common Share prices: Nasdaq US.
(22) On May 23, 2024, in response to the market speculation, the Parent
announced through a press release that it was exploring a potential all-cash
tender offer for Millicom securities.
(23) Representing a premium of -2.2 per cent compared to the closing price of
the Common Shares of USD 24.6 on June 28, 2024 (the last day of trading prior to
the announcement of the Offers)