MICCF Millcom Swed Dep Rec (PK)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

 

Tender Offer Statements under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 7)

 

 

MILLICOM INTERNATIONAL CELLULAR S.A.

(Name of Subject Company (Issuer))

 

 

ATLAS LUXCO S.À R.L.

(Offeror) 

a wholly-owned subsidiary of

ATLAS INVESTISSEMENT

(Affiliate of Offeror) 

a majority-owned subsidiary of 

NJJ HOLDING

(Affiliate of Offeror) 

wholly-owned by 

XAVIER NIEL 

(Affiliate of Offeror) 

MAXIME LOMBARDINI

(Affiliate of Offeror)

(Name of Filing Persons (identify status as offeror, issuer or other person))

 

 

Common Shares, par value $1.50 per share 

(Title of Class of Securities)

 

L6388F110

(CUSIP Number of Class of Securities)

 

 

Anthony Maarek

Directeur Général

Atlas Investissement 16 rue de la Ville l’Evêque 75008 Paris, France

Telephone: +33.1.42.66.99.19

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of

Filing Persons)

 

Copies to:

Denis Klimentchenko

Skadden, Arps, Slate, Meagher & Flom (UK) LLP

22 Bishopsgate

London, EC2N 4BQ

+44(0)20 7519 7289

 

¨

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x

third-party tender offer subject to Rule 14d-1.

¨

issuer tender offer subject to Rule 13e-4.

x

going-private transaction subject to Rule 13e-3.

¨

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

x

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure herein. Any representation to the contrary is a criminal offense.

 

 

 

INTRODUCTION

 

This Amendment No. 7 (this “Amendment”) amends and supplements the Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO filed with the US Securities and Exchange Commission (the “SEC”) on July 1, 2024 (as amended and supplemented by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, this Amendment and as further amended or supplemented from time to time, this “Tender Offer Statement and Rule 13e-3 Transaction Statement”) by Atlas Luxco S.à r.l., a Luxembourg limited liability company (société à responsibilité limitée) (“Purchaser”), Atlas Investissement, a French société par actions simplifiée and the parent company of Purchaser (“Parent”), NJJ Holding S.A.S., a simplified joint-stock company domiciled in Paris, France (société par actions simplifiée) and the majority owner of Parent (“NJJ”), Xavier Niel, the owner of NJJ (together with Purchaser, Parent and NJJ, the “Purchaser Group”), and Maxime Lombardini (together with the Purchaser Group, the “Filing Parties”), the Non-Executive Director, President and Chief Operating Officer of Millicom, as well as Vice-Chairman of the Board of Directors of Iliad Group, an affiliate of Purchaser and Parent.

 

This Tender Offer Statement and Rule 13e-3 Transaction Statement relates to the offer by Purchaser to purchase, through separate but concurrent offers in the United States (the “US Offer”) and Sweden (the “Swedish Offer”), all of the issued and outstanding common shares, par value $1.50 per share (each, a “Common Share,” and collectively, the “Common Shares”), including Swedish Depositary Receipts representing Common Shares (each of which represents one Common Share) (each, an “SDR,” and collectively, the “SDRs,” and together with Common Shares, the “Shares”), of Millicom International Cellular S.A., a public limited liability company (société anonyme) organized and established under the laws of the Grand Duchy of Luxembourg (“Millicom” or the “Company”), for USD 25.75 per Common Share and USD 25.75 per SDR (each such amount, the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase attached to this Tender Offer Statement and Rule 13e-3 Transaction Statement as Exhibit (a)(1)(A) (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the accompanying Letter of Transmittal attached to this Tender Offer Statement and Rule 13e-3 Transaction Statement as Exhibit (a)(1)(B) (together with any amendments or supplements thereto, the “Letter of Transmittal” and together with the Offer to Purchase, the Letter of Transmittal and other materials related to the Swedish Offer and the US Offer, as each may be amended or supplemented from time to time, the “Offers”). Unless otherwise indicated, references to sections in this Tender Offer Statement and Rule 13e-3 Transaction Statement are references to sections of the Offer to Purchase.

 

The completion of the Offers was originally conditional upon, inter alia, the Offers being accepted to such extent that Purchaser becomes the owner of Shares representing ninety five (95) per cent or more of the Shares in Millicom (the “Acceptance Level Condition”) and the receipt of 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 Purchaser’s opinion, are acceptable (the “Regulatory Approvals Condition”). Purchaser waived the Acceptance Level Condition and the Regulatory Approvals Condition on August 14, 2024 and extended the Offers until one minute after 10:59 a.m. EST, or one minute after 4:59 p.m. CEST, on August 22, 2024.

 

Except as otherwise set forth in this Amendment, the information set forth in the Tender Offer Statement and Rule 13e-3 Transaction Statement remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Offer to Purchase.

 

 

Items 1 through 9, Item 11 and Item 13.

 

The information contained in the Offer to Purchase and Items 1 through 9, Item 11 and Item 13 of the Tender Offer Statement and Rule 13e-3 Transaction Statement, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended, restated and supplemented, as applicable, as follows:

 

1. Mandatory Takeover. The Section of the Offer to Purchase titled “The Tender Offers—Section 1. Terms of the Offers—Squeeze-Out and Sell-Out” is amended, restated and supplemented, as applicable, by adding the following after the last paragraph in such Section:

 

“Following the waiver of the Acceptance Level Condition, Purchaser will not be required under the Luxembourg Takeover Law to purchase any additional Shares after completion of the Offers aside from any obligation under a Takeover Sell-Out or a Takeover Bid (as defined under the Luxembourg Takeover Law) under Article 5 (1) of the Luxembourg Takeover Law. Pursuant to the Luxembourg Takeover Law, after completion of the Offers, if Purchaser holds Shares representing not less than thirty-three and one-third (33⅓) per cent of the voting rights in the Company, and Purchaser subsequently voluntarily acquires additional Shares, Purchaser will not be required to implement a Takeover Bid (as defined under the Luxembourg Takeover Law, including Article 5 (1) of the Luxembourg Takeover Law) to purchase additional Shares.”

 

 

SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: August 15, 2024

 

	ATLAS LUXCO S.À R.L.
	By:	/s/ Anthony Maarek
		Name:	Anthony Maarek
		Title:	Manager
	By:	/s/ Tigran Khachatryan
		Name:	Tigran Khachatryan
		Title:	Manager
	ATLAS INVESTISSEMENT
	By:	/s/ Xavier Niel
		Name:	Xavier Niel
		Title:	Président of NJJ Holding itself
			Président of Atlas Investissement
	NJJ HOLDING
	By:	/s/ Xavier Niel
		Name:	Xavier Niel
		Title:	Président
	XAVIER NIEL
	By:	/s/ Xavier Niel
	MAXIME LOMBARDINI
	By:	/s/ Maxime Lombardini

 

 

EXHIBIT INDEX

 

No.	Description
(a)(1)(A)*	Offer to Purchase, dated July 1, 2024 (incorporated by reference to Exhibit (a)(1)(A) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on July 1, 2024).
(a)(1)(B)*	Form of Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(B) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on July 1, 2024).
(a)(1)(C)*	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(C) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on July 1, 2024).
(a)(1)(D)*	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(D) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on July 1, 2024).
(a)(1)(E)*	Press Release of Parent Announcing Commencement of the Offers, dated July 1, 2024 (incorporated by reference to Exhibit (a)(1)(E) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on July 1, 2024).
(a)(1)(F)*	Press Release of Parent Announcing Filing of the Offer to Purchase and Related Materials, dated July 1, 2024 (incorporated by reference to Exhibit (a)(1)(F) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on July 1, 2024).
(a)(1)(G)*	Press Release of Parent Responding to the Independent Bid Committee’s  Negative Recommendation, dated July 17, 2024 (incorporated by reference to Exhibit (a)(1)(G) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on July 18, 2024).
(a)(1)(H)*	Press Release of Parent Announcing Filing of Amendment, dated July 18, 2024 (incorporated by reference to Exhibit (a)(1)(H) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on July 18, 2024).
(a)(1)(I)*	Parent Offers Information Website (incorporated by reference to Exhibit (a)(1)(I) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on July 18, 2024).
(a)(1)(J)*	Press Release of Purchaser Announcing Publication of a Supplement to the Offering Document in Sweden in Connection with the Swedish Offer, dated July 23, 2024 (incorporated by reference to Exhibit (a)(1)(J) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on August 5, 2024).
(a)(1)(K)*	Press Release of Purchaser Announcing Publication of a Supplement to the Offering Document in Sweden in Connection with the Swedish Offer, dated August 2, 2024 (incorporated by reference to Exhibit (a)(1)(K) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on August 5, 2024).
(a)(1)(L)*	Press Release of Purchaser Announcing Response to Millicom’s Statement Concerning Local Acquisitions, dated July 31, 2024 (incorporated by reference to Exhibit (a)(1)(L) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on August 5, 2024).
(a)(1)(M)*	Press Release of Purchaser Announcing Increase of the Offer Price, dated August 2, 2024 (incorporated by reference to Exhibit (a)(1)(M) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on August 5, 2024).
(a)(1)(N)*	Press Release of Purchaser Announcing Publication of a Supplement to the Offering Document in Sweden in Connection with the Swedish Offer, dated August 8, 2024 (incorporated by reference to Exhibit (a)(1)(N) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on August 12, 2024).

 

 

(a)(1)(O)*	Press Release of Purchaser Announcing Publication of a Supplement to the Offering Document in Sweden in Connection with the Swedish Offer, dated August 9, 2024 (incorporated by reference to Exhibit (a)(1)(O) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on August 12, 2024).
(a)(1)(P)*	Press Release of Purchaser Responding to the Independent Bid Committee’s Negative Recommendation, dated August 13, 2024 (incorporated by reference to Exhibit (a)(1)(P) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on August 13, 2024).
(a)(1)(Q)*	Press Release of Purchaser Announcing Waiver of Certain Conditions and Extension of the Offer Period, dated August 14, 2024 (incorporated by reference to Exhibit (a)(1)(P) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on August 14, 2024).
(b)*	Form of Commitment Letter concerning the Interim Facilities Agreement (incorporated by reference to Exhibit (b) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on July 1, 2024).
(c)(1)*	Valuation Analysis, dated June 29, 2024.

(d)	Not Applicable.
(g)	Not Applicable.
(h)	Not Applicable.
107*	Filing Fee Table (incorporated by reference to Exhibit 107 to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on August 5, 2024).

 

*

Previously filed.

 

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