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. 1)
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. 1 (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 and as further
amended or supplemented from time to time, this “Schedule TO”) 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 filed under cover of Schedule TO 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”), 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 (“MIC” or the “Company”), for USD $24.00 per Common Share and USD $24.00
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 filed under cover of Schedule TO 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 filed under cover of Schedule TO as Exhibit (a)(1)(B) (together
with any amendments or supplements thereto, the “Letter of Transmittal” and together with this 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”). In the US Offer, the Offer Price of USD $24.00 per Common Share 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 of USD $24.00 per SDR will be converted into SEK in connection with settlement. Unless otherwise indicated, references
to sections in this Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO are references to
sections of the Offer to Purchase.
Except as otherwise set forth
in this Amendment, the information set forth in this Schedule TO 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 Schedule TO, 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. Schedule 14D-9.
On July 15, 2024, the Company filed a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any exhibits and annexes
attached thereto, as amended from time to time, the “Schedule 14D-9”) in which the Independent Bid Committee unanimously
recommended that Shareholders reject the Offers and not tender their Shares. The Offer to Purchase (Exhibit (a)(1)(A)), Form of Letter
of Transmittal (Exhibit (a)(1)(B)), Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit
(a)(1)(C)) and Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(D))
are amended to reflect this filing, including on the cover page of the Offer to Purchase and the Sections of the Offer to Purchase titled
“Summary Term Sheet,” “Questions and Answers,” “Introduction,” “Special Factors—Section
1. Background,” “Special Factors—Section 3. The Recommendation by the Independent Committee,” “Special
Factors—Section 5. Position of the Filing Parties Regarding Fairness of the Offers” and “Special Factors—Section
8. Transactions and Arrangements Concerning the Shares and Other Securities of Millicom.”
(a) Cover
Page. The cover page of the Offer to Purchaser is amended, restated and supplemented, as applicable, as follows:
The sentence beginning “As
of the date of this Offer to Purchase . . .” through to the end of the paragraph in which such sentence is included is amended,
restated and supplemented, as applicable, as follows:
“As of July 15, 2024, the
Millicom Board, through the Independent Bid Committee, has made a negative recommendation regarding whether the Offers 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 (the “Unaffiliated Shareholders”). The Independent Bid Committee has unanimously recommended that Unaffiliated
Shareholders reject the Offers and not tender their Shares pursuant to the Offers. Millicom’s Non-Executive Directors, Thomas Reynaud,
Aude Durand and Maxime Lombardini, have not participated, and will not participate, in any discussions, deliberations or decisions of
the Independent Bid Committee of Millicom because of their affiliation with Purchaser. A description of the reasons for the Independent
Bid Committee’s recommendation relating to the Offers is set forth in the Solicitation/Recommendation Statement on Schedule 14D-9
that was prepared by Millicom and filed with the SEC and mailed to all holders of Common Shares on July 15, 2024. The information
contained in the Schedule 14D-9 is incorporated by reference herein exclusively in connection with the US Offer. All holders of Common
Shares should carefully read the information set forth in the Schedule 14D-9, including the information set forth under the heading “Item
4. The Solicitation or Recommendation” of the Schedule 14D-9.”
The sentence beginning “AS
OF THE DATE HEREOF, THE NON-EXECUTIVE DIRECTORS OF THE MILLICOM BOARD HAVE MADE NO RECOMMENDATION …” is amended, restated
and supplemented, as applicable, as follows:
“AS OF JULY 15, 2024, THE
NON-EXECUTIVE DIRECTORS OF THE MILLICOM BOARD HAVE UNANIMOUSLY RECOMMENDED THAT SHAREHOLDERS REJECT THE OFFERS AND DO NOT TENDER THEIR
SHARES PURSUANT TO THE OFFERS.”
The sentence beginning “In
addition, Millicom will file Solicitation/Recommendation Statement on Schedule 14D-9…” is amended, restated and supplemented,
as applicable, as follows:
“In addition, on July 15,
2024, Millicom filed a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act setting forth the determination
and negative recommendation of the Millicom Board through the Independent Bid Committee and furnishing certain additional related information.”
(b) Summary
Term Sheet. The sentence beginning “As of the date of this Offer to Purchase, the Millicom Board, …” in
the section of the Offer to Purchase titled “Summary Term Sheet” is amended, restated and supplemented, as applicable, as
follows:
“As of July 15, 2024, the Millicom Board, through the Independent
Bid Committee, has made a negative recommendation regarding whether the Offers 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 (the “Unaffiliated Shareholders”).”
(c) Introduction.
The paragraph under “Statement by the Independent Bid Committee and Fairness Opinion” beginning “As of the date of this
Offer to Purchase, the Millicom Board, …” in the Section of the Offer to Purchase titled “Introduction”
is amended, restated and supplemented, as applicable, as follows:
“As of July 15, 2024, the
Millicom Board, through the Independent Bid Committee, has made a negative recommendation regarding whether the Offers are fair or in
the best interests of the Company and its Unaffiliated Shareholders. Accordingly, the Independent Bid Committee has unanimously recommended
that Unaffiliated Shareholders reject the Offers and not tender their Shares pursuant to the Offers. A description of the reasons for
the Independent Bid Committee’s recommendation relating to the Offers is set forth in the Solicitation/Recommendation Statement
on Schedule 14D-9 that was prepared by Millicom and filed with the SEC. The information contained in the Schedule 14D-9 is incorporated
by reference herein exclusively in connection with the US Offer. All holders of Common Shares should carefully read the information set
forth in the Schedule 14D-9, including the information set forth under the heading “Item 4. The Solicitation or Recommendation”
of the Schedule 14D-9.”
(d) Background.
The Section of the Offer to Purchase titled “Special Factors—Section 1. Background” is amended, restated and
supplemented, as applicable, by adding the following paragraphs after the last paragraph in such Section:
“On July 4, 2024, Purchaser delivered a letter to the Independent
Bid Committee, in which Purchaser sought the Company’s continued cooperation to launch (i) the consent solicitation process in connection
with the Company’s outstanding indebtedness and (ii) the refinancing of the Company’s existing revolving credit facility maturing
in October 2025, which Purchaser believes would benefit from the support of the institutions that are parties in the Initial Debt Financing
in order to “backstop” such indebtedness. Purchaser stressed that such cooperation would be in the best interests of Shareholders
as it would allow Millicom to continue to benefit from its existing low cost of indebtedness. Purchaser also reminded the Company of Purchaser’s
outstanding documentary requests in connection with the necessary regulatory filings referred to under “The Tender Offers — Legal
Matters; Required Regulatory Approvals.
On July 15, 2024, the Company
filed a Solicitation/Recommendation Statement on Schedule 14D-9 in which the Independent Bid Committee made a negative recommendation
regarding whether the holders of the Shares should accept or reject the Offers. Accordingly, the Independent Bid Committee unanimously
recommended that Unaffiliated Shareholders reject the Offers and not tender their Shares pursuant to the Offers.”
(e) The
Recommendation by the Independent Bid Committee. The Section of the Offer to Purchase titled “Special Factors—Section 3.
The Recommendation by the Independent Bid Committee” is amended, restated and supplemented, as applicable, by replacing the first
two paragraphs of such Section with the following:
“Atlas has been informed that the Millicom Board has established
an Independent Bid Committee, existing entirely of directors independent from Purchaser and Parent. The Millicom Board, through the Independent
Bid Committee, has made a negative recommendation regarding the Offers and has stated it believes that the Offers, as outlined in this
Offer to Purchase, significantly undervalue the Company and are not in the best interests of the Company and its Shareholders in a Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the SEC on July 15, 2024. A description of the reasons for the Independent Bid Committee’s
recommendation relating to the Offers is set forth in the Solicitation/Recommendation Statement on Schedule 14D-9. The Independent Bid
Committee also stated in the Schedule 14D-9 that it has engaged Nordea Bank Abp, filial i Sverige, Corporate Finance (“Nordea”)
to provide an opinion in accordance with the Swedish Takeover Rules as to whether the Offer Price of USD 24.00 per Common Share and per
SDR was fair, from a financial point of view, for Unaffiliated Shareholders. Nordea has stated in its opinion dated July 12, 2024 that
based upon and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications
to the review undertaken set forth in its written opinion, the Offer Price was not fair, from a financial point of view, for Unaffiliated
Shareholders. All holders of Common Shares should carefully read the information set forth in the Schedule 14D-9, including the information
set forth under the heading “Item 4. The Solicitation or Recommendation” of the Schedule 14D-9.”
(f) Position
of the Filing Parties Regarding Fairness of the Offers. The Section of the Offer to Purchase titled “Special Factors—Section 5.
Position of the Filing Parties Regarding Fairness of the Offers” is amended, restated and supplemented, as applicable, by adding
the following bullets after the following sentence: “The Filing Parties also considered the following factors, each of which the
Filing Parties believed to be negative in their considerations concerning the fairness of the terms of the transaction.”:
| “● | The Millicom Board, through the Independent Bid Committee, has made a negative recommendation regarding
the Offers and has stated it believes that the Offers, as outlined in this Offer to Purchase, significantly undervalue the Company and
are not in the best interests of the Company and its Shareholders. |
| ● | The Independent Bid Committee has received an opinion from Nordea stating that, as of July 12, 2024,
and based upon and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications
to the review undertaken set forth in its written opinion, the Offer Price is not fair, from a financial point of view, for Unaffiliated
Shareholders.” |
(g) Transactions
and Arrangements Concerning the Shares and Other Securities of Millicom. The Section of the Offer to Purchase titled “Special
Factors—Section 8. Transactions and Arrangements Concerning the Shares and Other Securities of Millicom” is amended,
restated and supplemented, as applicable, by replacing the sentence beginning “To Parent and Purchaser’s knowledge, …”
with the following:
“To Parent and Purchaser’s
knowledge, neither Millicom nor any of its directors, executive officers or affiliates has made a recommendation either in support of
or opposed to the transaction and the reasons for the recommendation, other than as is set forth in the Schedule 14D-9 filed by Millicom
with the SEC on July 15, 2024.”
2.
Affiliate Status. The last sentence of the answer to the question titled “Who is offering to buy my Common Shares or
SDRs?” in the Section of the Offer to Purchase titled “Questions and Answers” is amended, restated and supplemented,
as applicable, as follows:
“Parent, Purchaser, NJJ Holding S.A.S. and Xavier Niel (the “Purchaser
Group”) are affiliates (as defined under US federal securities law) of Millicom. See “Introduction” and “The
Tender Offers—Certain Information Concerning Parent and Purchaser” for more information).”
The Section of the Offer
to Purchase titled “Special Factors—Section 2. Purpose and Reasons for the Offers; Going Private Transaction; Plans for
Millicom and the Purchaser Group—Going Private Transaction” is amended, restated and supplemented, as applicable, as follows:
“The SEC has adopted Rule 13e-3
under the Exchange Act, which is applicable to certain “going private” transactions, including the purchase of Common Shares
pursuant to the US Offer in which Purchaser seeks to acquire the remaining Shares not held by the Purchaser. Because Purchaser is an affiliate
(as defined under US federal securities laws) of Millicom, the transactions contemplated by the US Offer constitute a “going private
transaction” under Rule 13e-3 under the Exchange Act (see “Special Factors — Appraisal Rights;
Rule 13e-3”).”
The first sentence of the
second paragraph of Section of the Offer to Purchase titled “Special Factors—Section 7. Appraisal Rights; Rule 13e-3”
is amended, restated and supplemented, as applicable, as follows:
“Because Parent is an affiliate
(as defined under US federal securities laws) of Millicom, the transactions contemplated by the Offers constitute a “going private
transaction” under Rule 13e-3 under the Exchange Act.”
3.
Valuation Analysis. The Section of the Offer to Purchase titled “Special Factors—Section 4. Summary of
the Valuation Analysis Delivered to Parent from the Parent Financial Advisors (BNP Paribas S.A., Credit Agricole Corporate and Investment
Bank, J.P. Morgan Securities plc, J.P. Morgan Securities LLC, Lazard Frères S.A.S. and Société Générale)—Discounted
Cash Flow Analysis” is amended, restated and supplemented, as applicable, by adding the following after the sentence beginning “The
Parent Financial Advisors performed a discounted cash flow analysis…”:
“The following is a summary of the Parent Forecasts. Shareholders
should read the Parent Forecasts in full, which are included in the Parent Financial Advisors’ Material attached as Exhibit (c)(1)
to the Rule 13e-3 Transaction Statement filed under cover of Schedule TO with the SEC by the Filing Parties.
Valuation
date as of
31-Mar-24 | |
Actual | |
Atlas’ consensus-based projections | |
Norm. |
| FYE as
of 31-Dec, in USDm except otherwise stated | |
2022A | |
2023A | |
2024E | |
2025E | |
2026E | |
2027E | |
2028E | |
2029E | |
2030E | |
year |
| Revenues | |
5,624 | |
5,661 | |
5,951 | |
6,074 | |
6,226 | |
6,382 | |
6,541 | |
6,705 | |
6,873 | |
7,044 |
| EBITDAaL | |
1,936 | |
1,811 | |
2,227 | |
2,317 | |
2,386 | |
2,446 | |
2,507 | |
2,569 | |
2,634 | |
2,700 |
| EBIT | |
761 | |
657 | |
1,078 | |
1,168 | |
1,265 | |
1,318 | |
1,372 | |
1,429 | |
1,488 | |
1,548 |
| NOPAT | |
| |
| |
536 | |
645 | |
746 | |
797 | |
851 | |
908 | |
967 | |
1,030 |
| Free Cash Flow | |
| |
| |
663 | |
753 | |
766 | |
810 | |
849 | |
889 | |
932 | |
977 |
| Discounted FCF | |
| |
| |
478 | |
662 | |
608 | |
581 | |
549 | |
519 | |
491 | |
| ” |
The Section of the Offer
to Purchase titled “Special Factors—Section 4. Summary of the Valuation Analysis Delivered to Parent from the Parent
Financial Advisors (BNP Paribas S.A., Credit Agricole Corporate and Investment Bank, J.P. Morgan Securities plc, J.P. Morgan Securities
LLC, Lazard Frères S.A.S. and Société Générale)—Miscellaneous” is amended, restated and
supplemented, as applicable, as follows:
The paragraph beginning “For
the financial analyses conducted in connection with the Offers . . .” is amended, restated and supplemented, as applicable, as follows:
“For the financial
analyses conducted in connection with the Offers, Parent has agreed to pay advisory fees in the amount of up to EUR 1.5 million for each
of the Parent Financial Advisors, which (if due) are contingent and payable upon the consummation of the Offers. In addition, Parent has
agreed to reimburse the Parent Financial Advisors for certain of their expenses incurred in connection with their services, including
the fees and disbursements of counsel, and will indemnify the Parent Financial Advisors against certain liabilities arising out of the
Parent Financial Advisors’ engagement. The aggregate amount of fees that may be paid to the Parent Financial Advisors in connection
with the Offers is USD 90 million (see “The Tender Offers —Fees and Expenses”). If due, the payment and
allocation between Parent Financial Advisors of such fees is contingent upon a number of factors, including the consummation of the Offers.”
The sentence beginning “During
the past two years, CACIB and its affiliates have provided financing, corporate or investment banking services...” is amended, restated
and supplemented, as applicable, as follows:
“During the
past two years, CACIB and its affiliates have provided financing, corporate or investment banking services to Parent and its affiliates,
including Atlas, the Iliad Group, NJJ Holding as well as Unibail-Rodamco-Westfield SE and Tele2AB (which are affiliates of Parent and
Atlas under US federal securities laws; however, Millicom will not be considered an affiliate of such entities for the purposes of this
paragraph), for which CACIB has received approximately EUR 76 million in compensation.”
The sentence “As of
June 26, 2024, CACIB and its affiliates held on a non-fiduciary basis less than 1% of the outstanding ordinary shares of certain publicly
traded affiliates of Atlas and Parent.” is amended, restated and supplemented, as applicable, as follows:
“As of June
26, 2024, CACIB and its affiliates held on a non-fiduciary basis less than 3% of the outstanding ordinary shares of Unibail-Rodamco-Westfield
SE and Tele2 AB, which are publicly traded affiliates (as defined under US federal securities laws) of Atlas and Parent.”
The sentence beginning “During
the past two years, BNP Paribas SA and its affiliates have provided commercial and corporate banking services…” is amended,
restated and supplemented, as applicable, as follows:
“During 2022
and 2023, BNP Paribas SA and its affiliates have provided commercial and corporate banking services to Parent and its affiliates, including
Atlas, the Iliad Group, NJJ Holding as well as Unibail-Rodamco-Westfield SE (which is an affiliate of Parent and Atlas under US federal
securities laws; however, Millicom will not be considered an affiliate of such entities for the purposes of this paragraph), for which
BNP Paribas SA and its affiliates have received approximately EUR 84 million in compensation.”
The sentence beginning “In addition, as of June 26, 2024, BNP
Paribas SA . . .” is amended, restated and supplemented, as applicable, as follows:
“In addition,
as of June 26, 2024, BNP Paribas SA and its affiliates hold, on a non-fiduciary basis, less than 1% of the outstanding ordinary shares
of Unibail-Rodamco-Westfield SE and Tele2 AB, which are publicly traded affiliates (as defined under US federal securities laws) of Atlas
and Parent.”
The two sentences beginning
“During the past two years, Lazard Frères SAS and its affiliates have provided and continue to provide financial advisory
services…” are amended, restated and supplemented, as applicable, as follows:
“During the past two years, Lazard Frères SAS and its
affiliates have provided and continue to provide financial advisory services to affiliates of Parent, including Atlas, the Iliad Group
and NJJ Holding (Millicom will not be considered an affiliate of Parent for the purposes of this paragraph), in connection with certain
transactions, including the acquisition of UPC Poland in April 2022, the creation of a fiber joint venture between eir and Infravia in
July 2022, the sale of interests in On Tower Poland in June 2023, the sale of interests in Polski Światłowód Otwarty
sp. z o.o. in April 2023 and the acquisition of interests in Millicom as from September 2022. During the past two years, Lazard Frères
SAS and its affiliates have received approximately EUR 18.5 million in aggregate fees from affiliates (as defined under US federal securities
laws) of Parent. Additionally, Lazard Frères SAS and its affiliates expect to receive additional fees of approximately EUR 3 million
from affiliates (as defined under US federal securities laws) of Parent in connection with a closed transaction.”
The paragraph beginning “During
the past two years, J.P. Morgan Securities plc, J.P. Morgan Securities LLC and their affiliates have had and continue to have commercial
or investment banking relationships with affiliates of Parent…” is amended, restated and supplemented, as applicable, as
follows:
“During the past two years, neither J.P. Morgan Securities plc,
J.P. Morgan Securities LLC nor their affiliates have had any other material financial advisory or other material commercial or investment
banking relationships with Parent, and they have not received any compensation from Parent during such period. During the past two years,
J.P. Morgan Securities plc, J.P. Morgan Securities LLC and their affiliates have had and continue to have commercial or investment banking
relationships with affiliates of Parent (Millicom will not be considered an affiliate of Parent for the purposes of this paragraph) for
which they and their affiliates have received or will receive customary compensation (as outlined below). Such services during such period
have included acting as joint bookrunner on offerings of debt securities of iliad S.A. in December 2022, February 2023 and December 2023,
as joint bookrunner of an offering of debt securities of iliad Holding S.A.S. in May 2024, as bookrunner on a syndicated credit facility
of EirCom in February 2024, and as joint bookrunner on an offering of debt securities of Unibail-Rodamco-Westfield SE (which is an affiliate,
as defined under US federal securities laws, of Atlas and Parent) in June 2023. In addition, a commercial banking affiliate of J.P. Morgan
Securities plc and J.P. Morgan Securities LLC is an agent bank under an outstanding credit facility of Unibail-Rodamco-Westfield SE, for
which such agent bank receives customary compensation (as outlined below) or other financial benefits. During the past two years, J.P.
Morgan Securities plc, J.P. Morgan Securities LLC and their affiliates have not received any compensation from Atlas while the aggregate
fees they recognized from affiliates (as defined under US federal securities laws) of Parent were approximately USD 12.4 million. In the
ordinary course of J.P. Morgan Securities plc and J.P. Morgan Securities LLC’s businesses, they and their affiliates may actively
trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of Millicom, Parent
or affiliates of Parent for their own account or for the accounts of customers and, accordingly, they may at any time hold long or short
positions in such securities or other financial instruments. As of June 26, 2024, J.P. Morgan Securities plc, J.P. Morgan Securities LLC
and their affiliates held, on a non-fiduciary basis, less than 1% of the outstanding ordinary shares of each of Unibail-Rodamco-Westfield
SE and Tele2 AB, which are publicly traded affiliates (as defined under US federal securities laws) of Atlas and Parent.”
The sentence beginning “During
the past two years, Société Générale and its affiliates have had material financial advisory or other material
commercial or investment banking relationships with Atlas…” is amended, restated and supplemented, as applicable, as follows:
“During the past two years ending March 31, 2024, Société
Générale and its affiliates have had material financial advisory or other material commercial or investment banking relationships
with Atlas, Parent and their affiliates, including Atlas, the Iliad Group, NJJ Holding as well as Unibail-Rodamco-Westfield SE (which
is an affiliate of Parent and Atlas under US federal securities laws; however, Millicom will not be considered an affiliate of such entities
for the purposes of this paragraph), for which Société Générale and its affiliates have received approximately
EUR 103 million in aggregate fees from Atlas, Parent or their affiliates during such period.”
4.
Agreements Between Parent and its Affiliates and Millicom. The Section of the Offer to Purchase titled “Special
Factors—Section 9. Certain Agreements between the Filing Parties and their Affiliates and Millicom—Commercial Agreements”
is amended, restated and supplemented, as applicable, as follows:
The paragraph beginning “On
February 1, 2024, Millicom and Network Solutions Factory S.A.S…” is amended, restated and supplemented, as applicable,
by adding the following sentences to the end of such paragraph:
“Fees expected to be paid are
estimated at approximately USD 6.3 million for the first year of the Framework Services Agreement. Such fees are fixed for a period of
one year and are subsequently subject to annual review. Fees incurred to date amount to approximately USD 910,000.”
The paragraph beginning “On
May 13, 2024, Millicom and Parent entered into a consultancy and advisory agreement…” is amended, restated and supplemented,
as applicable, by adding the following sentences to the end of such paragraph:
“Fees payable under the Consultancy and Advisory Agreement are
approximately USD 330,000 per month. No fees have been incurred to date.”
The paragraph beginning “On
May 13, 2024, Millicom and IT Solutions Factory S.A.S…” is amended, restated and supplemented, as applicable, by adding
the following sentences to the end of such paragraph:
“Fees expected to be paid include a software acquisition fee
of USD 8 million to be paid by Millicom in arrears starting in January 2025 through to January 2028. Fees for the related support services
are expected to be paid by Millicom in arrears from 2024 through to 2029, and include Integration Support Pricing for a total of approximately
USD 4.1 million; IT Transformation Pricing for a total of approximately USD 1.5 million and L3 Support Services Pricing for a total of
approximately USD 1.3 million. Fees incurred to date amount to approximately USD 100,000.”
The following sentence shall
be added after the last sentence of the paragraph in such Section beginning “The IBTS Agreements generally provide…”:
“Fees incurred under the IBTS Agreements have not exceeded (and
shall not exceed) USD 50,000.”
5.
Conditions for Completion. The answer to the question titled “What are the conditions for completion of the Offers?”
in the Section of the Offer to Purchase titled “Questions and Answers” is amended, restated and supplemented, as applicable,
by replacing the paragraph beginning “Atlas reserves the right to withdraw…” with the following:
“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. Atlas undertakes to act
reasonably and in good faith in making any such materiality determination. Specifically with respect to condition 2, Purchaser’s
determination of favorableness will be based exclusively on the financial terms, likelihood of success of the alternative offer (including
with respect to the satisfaction of any related conditions precedent) and whether the Millicom Board has unanimously recommended in favor
of the alternative offer.”
The Section of the Offer
to Purchase titled “The Tender Offers—Section 1. Terms of the Offers— Conditions for Completion of the Offers”
are amended, restated and supplemented, as applicable, by replacing the paragraph beginning “Atlas reserves the right to withdraw…”
with the following:
“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. Atlas undertakes to act
reasonably and in good faith in making any such materiality determination. Specifically with respect to condition 2, Purchaser’s
determination of favorableness will be based exclusively on the financial terms, likelihood of success of the alternative offer (including
with respect to the satisfaction of any related conditions precedent) and whether the Millicom Board has unanimously recommended in favor
of the alternative offer.”
6.
Withdrawal Rights. The first paragraph of the Section of the Offer to Purchase titled “The Tender Offer—Section 4.
Withdrawal Rights” is amended, restated and supplemented, as applicable, by adding the following sentence at the end of such paragraph:
“In addition, pursuant to Section 14(d)(5) of
the Exchange Act, Common Shares may be withdrawn at any time after August 30, 2024, which is the sixtieth (60th) day after the date
of the commencement of the Offers, unless Purchaser has accepted for payment the Common Shares validly tendered in the US Offer.”
Item 12. Exhibits.
Item 12 of the Schedule TO
is hereby supplemented as follows:
| (a)(1)(A)* |
Offer to Purchase, dated July 1, 2024 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO 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 Schedule TO 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 Schedule TO 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 Schedule TO 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 Schedule TO 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 Schedule TO 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. |
| (a)(1)(H) |
Press
Release of Parent Announcing Filing of Amendment, dated July 18, 2024. |
| (a)(1)(I) |
Parent Offers Information Website |
| (b)* |
Form of Commitment Letter concerning the Interim Facilities Agreement (incorporated by reference to Exhibit (b) to the Schedule TO 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 Schedule TO filed by Purchaser on July 1, 2024). |
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: July 18, 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 (a)(1)(G)
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, which was published on July 1,
2024. 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 responds
to recommendation of the Independent Committee of the Board of Directors of Millicom International Cellular S.A.
July 17, 2024, Luxembourg // Atlas Luxco
S.à r.l.1 (“Atlas” or the “Purchaser”), a subsidiary
of Atlas Investissement S.A.S.1, acknowledges the negative recommendation of the Independent Committee of the Board of Directors
of Millicom International Cellular S.A. (“Millicom” or the “Company”) issued on July 15, 2024, which was
expected given its prior communication on June 27, 2024. Atlas does not believe that the negative recommendation
contains any new meaningful argument compared to such prior communication. Atlas’ offer price remains USD 24.00 per common share
and USD 24.00 per Swedish Depository Receipt (each, an “SDR” and collectively, the “SDRs,” and together with the
common shares, the “Shares”) which deliver compelling value and a unique liquidity opportunity to the Company’s Shareholders.
Holders of common shares and SDRs will collectively be referred to herein as “Shareholders.”
Compelling value:
| ● | We believe that the premium should not be measured
against prices after May 22, 2024, when rumors about the separate but concurrent public offers in Sweden and the United States, (the
“Offers”) became public, and it is not market practice to do so. We note that equity research analysts speculated about
Atlas’ potential interest even before May 22, 2024. The price of the Offers of USD 24.00 per common share and USD 24.00 per
SDR (the “Offer Price”) represents an 18.8% premium compared to the volume weighted average trading price for the Shares
during the last 90 calendar days ended on May 22, 20242, 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, 20243 and a 37.8% premium compared to
the volume weighted average trading price for the Shares during the last 365 calendar days ended on May 22, 20244.5 |
| ● | Atlas communicated a detailed valuation assessment
of Millicom as part of its Offers, reflecting the most commonly used methodologies for Offers of this type (including a historical
trading analysis, a brokers’ target price analysis, a discounted cash flow analysis and a comparable trading and transactions multiples
analysis), while the Independent Committee’s press release only references two very specific and uncommon trading multiples. |
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
The last day of trading prior to market speculation regarding a potential public offer for the Company.
3
The last day of trading prior to market speculation regarding a potential public offer for the Company.
4
The last day of trading prior to market speculation regarding a potential public offer for the Company.
5
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.
| ● | Atlas advises Shareholders to exercise caution
when considering the relevance of new and uncertain projections prepared by the Independent Committee solely in the context
of responding to the Offers. |
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 Shareholders. |
Atlas continues to be convinced that the Offer
Price is attractive for all investors seeking immediate liquidity and strongly encourages Shareholders to make their own independent assessment
on whether to tender into the Offers.
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.
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 Statement and Rule 13e-3 Transaction Statement that Atlas has filed under cover of Schedule TO. Millicom has
also filed 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) AND THE SOLICITATION/RECOMMENDATION
STATEMENT 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 the Solicitation/Recommendation
Statement have been 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 the Solicitation/Recommendation Statement are available to all of Millicom’s
investors and security holders on Atlas’ website at www.atlas-investissement.com/en/offers. In addition, the Tender Offer Statement,
Rule 13e-3 Transaction Statement and the Solicitation/Recommendation Statement (and all other documents filed by Millicom with the
SEC) are or will be available upon filing with the SEC, in each case at no charge on the SEC’s website (www.sec.gov). 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 CONTAIN OR WILL CONTAIN,
AS APPLICABLE, 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 Offer Price 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 with regards to 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 Shareholders 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.
Exhibit (a)(1)(H)
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) which has
been published on the website for the Offers (www.atlas-investissement.com/en/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.
Press release
July 18, 2024
Atlas Luxco S.à
r.l. files an amendment to the offer document in the United States regarding its public offers to the shareholders of Millicom International
Cellular S.A.
On
July 1, 2024, Atlas Luxco S.à r.l.1 (“Atlas” or the “Purchaser”), a subsidiary
of Atlas Investissement S.A.S.1, announced 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 Millicom3
to Atlas. Holders of Common Shares and SDRs will collectively be referred to herein as “Shareholders.” An
offer document regarding the Offers was made public on July 1, 2024 (the “Offer to Purchase”).4
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 821,489 Common Shares and/or SDRs held in treasury by Millicom.
4
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, the Supplement and any subsequent press releases and other communication concerning the Offers will be prepared only in the
English language.
On
July 15, 2024, Millicom published a press release regarding the committee of independent directors of the Board of Directors of Millicom
(the “Independent Bid Committee”) statement pursuant to the Offers and a fairness opinion obtained by the Independent
Bid Committee from Nordea Bank Abp, filial i Sverige. As a result of the Independent Bid Committee's statement, the fairness opinion
obtained by the Independent Bid Committee from Nordea Bank Abp, filial i Sverige and comments from the Securities and Exchange
Commission (the “SEC”) an amendment to the combined Tender Offer Statement and Rule 13e-3 Transaction Statement under
cover of Schedule TO (which includes the Offer to Purchase) (the “Amendment”) and pursuant to the US Offer was filed
with the SEC today, July 18 2024. The Amendment has been made public and is, together with the Offer to Purchase and other documents
filed with the SEC in connection with the US Offer, available on Atlas’ website (www.atlas-investissement.com/en/offers).
The Amendment is also available on the SEC’s website (www.sec.gov).
The
Amendment, exclusively in connection with the US Offer, shall at all times be read together with, and as an integrated part of, the combined
Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO on July 1, 2024, and shall also be read
together with the Solicitation/Recommendation Statement filed on Schedule 14D-9 by Millicom on July 15, 2024 (as amended or supplemented).
Pursuant
to the Swedish Offer, Atlas will prepare a supplement to the Offer to Purchase (the "Supplement"), which will include
the statement from the Independent Bid Committee and the fairness opinion from Nordea Bank Abp, filial i Sverige and the Amendment.
The Supplement will be registered with the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). Upon approval and
registration with the Swedish Financial Supervisory Authority the Supplement will be made public and will, together with the Offer to
Purchase, be available on Atlas’ website (www.atlas-investissement.com/en/offers).
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 was submitted for publication on July 18, 2024 at 11:00 p.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 Statement and Rule 13e-3 Transaction Statement that Atlas has filed under cover of Schedule TO. Millicom has also
filed 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) AND THE SOLICITATION/RECOMMENDATION
STATEMENT 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 the Solicitation/Recommendation
Statement have been 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 the Solicitation/Recommendation Statement are 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 the Solicitation/Recommendation Statement (and all other documents filed by Millicom with the SEC)
are available at no charge on the SEC’s website (www.sec.gov). 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 CONTAIN OR WILL CONTAIN, AS APPLICABLE, 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 Offer Price 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 with regards to 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.
Exhibit (a)(1)(I)
| Atlas Investissement
Validation of Access Rights
Due to legal restrictions, the information on this part of the website is not directed to, or accessible for, certain
persons.
You wish to enter the website which Atlas Luxco S.45 r.l. ("Atlas") has designated for the publication of documents and information in connection with
Atlas' offers to purchase for cash, through separate but concurrent offers in Sweden (the "Swedish Offer") and the United States (the "US Offer"), all of
the outstanding 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") of Millicom International Cellular S.A. ("Millicom" or the
"Company").
In order to access further information in connection with the Offers, visitors of this website are requested to confirm notice of the following legal
information.
Enter your country of residence:
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Enter the country you are currently physically present in:
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Terms of use I Privacy policy I Cookie policy
Offers Contact |
| Atlas Investissement
VALIDATION OF ACCESS RIGHTS
Due to legal restrictions, the information on this part of the website is not directed to, or accessible for, certain persons. We therefore kindly ask
you to review the following information and provide the following confirmation each time you wish to be granted access to this part of the
website.
The information on this part of the website pertains to the Offers, which is not being made to persons whose participation in the Offers requires that
any additional offer document is prepared, or registration effected, or that any other measures are taken in addition to those required under
Swedish or US law, rules or regulations (including The Takeover Rules for Nasdaq Stockholm and Nordic Growth Market NGM).
The distribution of the information on this website and any related offer documentation in certain jurisdictions may be restricted or affected by the
laws of such jurisdiction. Accordingly, the information on this part of the website may not be forwarded, distributed, reproduced or otherwise made
available in or into or accessed from any country in which the Offers would require that any additional offer document is prepared, or registration
effected, or that any other measures are taken in addition to those required under Swedish or US law or where it would be in conflict with any law or
regulation in such country, including Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa and Russia, and does not
constitute an offer or solicitation to acquire, sell, subscribe or exchange securities, to persons in Australia. Belarus, Canada, Hong Kong, Japan, New
Zealand, Singapore, South Africa or Russia.
The Offers are not being made, directly or indirectly, in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or
Russia. Accordingly, the Offers and any documentation relating to the Offers are not being, and should not be, sent, mailed or otherwise distributed
or forwarded in or into or accessed from Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or Russia.
The Offers are not being, and must not be, made 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 the Offers or any other document received in connection with
the Offers to such persons. Any failure by such persons to inform themselves and observe applicable restrictions or requirements may constitute a
violation of tie securities laws of Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or Russia. To the fullest extent
permitted by applicable law, Atlas disclaims any responsibility or liability for the violations of any such restrictions by any person. Any purported
acceptance of the Offers resulting directly or indirectly from a violation of these restrictions may be disregarded. No consideration under the Offers
will be delivered in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or Russia. The Swedish Offer shall be
governed by and construed in accordance with Swedish substantive law, save for certain corporate law aspects which are governed by
Luxembourg law. The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Swedish Offer and
the Stockholm District Court 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 and Luxembourg law pursuant to certain exemptions where applicable.
Offers Contact |
| Atlas Investissement
The information on this website and any documentation related to the Offers 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 on this website and documents or materials related to the Offers 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.
Special notice to shareholders in the United States
US holders, as defined in Rule 14d-1 of the Securities and Exchange Act of 1934 (the "Exchange Act") (the "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.
Offers Contact |
| Atlas Investissement
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 financial advisor to Atlas 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.
In connection with the US Offer, any materials or communications included in this website are not a substitute for the tender offer materials that
Atlas has filed or will file with the SEC, including the Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO
with the SEC, the Solicitation/Recommendation Statement filed under cover of Schedule 14D-9 with the SEC. The Tender Offer Statement, Rule 13e-3
Transaction Statement and Solicitation/Recommendation Statement have been or will be made available to Millicom's investors and security
holders free of charge on this website under "Documents" and 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.
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 THE OFFER TO PURCHASE OR RELATED MATERIALS, INCLUDING THE LETTER OF TRANSMITTAL. ANY REPRESENTATION TO THE CONTRARY
IS UNLAWFUL AND A CRIMINAL OFFENSE IN THE UNITED STATES.
As a result of the restrictions set out above, this part of the website may not be accessed by persons who are resident or physically located in
Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or Russia.
The above notice is required by the securities laws of Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa and
Russia. Please confirm that you have read it and accept its terms.
By clicking "Yes" below, you confirm that you have read and accept the information regarding the Offers, the conditions and restrictions as set out
above. If you are resident or physically present in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or Russia, or
do not accept the above terms, you must click "No".
No
Offers Contact |
| Atlas Investissement
About the Offers On July 1, 2024, Atlas Luxco S.d r.l. ("Atlas"), a subsidiary of Atlas Investissement S.A.S., announced
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. ("Millicom" or the "Company") to tender all of their outstanding common
shares (the "Common Shares"), including Swedish Depositary Receipts representing Common
Shares (each Swedish Depositary Receipt represents one Common Share) (the "SDRs," and together
with the Common Shares, the "Shares") in Millicom to Atlas, for USD 24.00 per Common Share and
USD 24.00 per SDR* (the "Offer Price").
Atlas 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 long-term
knowledge and experience in the telecoms sector across numerous jurisdictions of Purchaser Group
(comprised of Atlas, Atlas Investissement S.A.S., NJJ Holding S.A.S., and Xavier Niel), as well as the I III
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.
* Corresponding to SEK 254.67 per SDR, based on an illustrative USD/SEK exchange rate of 10.6 as lof
June 28, 2024.
Offers Contact |
| Atlas Investissement
Important dates
FAQs
Offer Period: July 1, 2024 - August 16, 2024
Estimated date of Settlement: On or around August 29, 2024
Please note: All dates are preliminary and may be subject to change
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. Further information about the Offers and the
terms and conditions can be found in the press release announcing the Offers published on July 1,
2024, which is available on this website under "Press releases". Information about the Offers is also
available in the offer document (the "Offer to Purchase") published on July 1, 2024, which is
available on this website under "Documents," and in the Tender Offer Statement, Rule 13e-3
Transaction Statement cnd Solicitation/Recommendation Statement, which are or will be available
on this website under "Documents" and on the SEC's website (www.sec.gov) upon filing with the SEC.
How much is Atlas offering to pay for my Common Shares or SCRs and what is the form of
payment in the Offers?
Atlas is offering to pay USD 24.00 per Common Share in the US Offer and 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. The Offer Price per SDR in SEK that will be paid to :he holders of SDRs will be set based
on the USD/SEK exchange rate as close to the settlement date as Atlas is able) in the Swedish Offer.
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 converted into SEK in connection with settlement. No fraction of a Common
Share or SDR will be purchased from any holder. Atlas will not pay interest on the Offer Price for
Common Shares.
Offers Contact |
| Atlas Investissement
FAQs 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. Further information about the Offers and the
terms and conditions can be found in the press release announcing the Offers published on July 1,
2024, which is available on this website under "Press releases". Information about the Offers is also
available in the offer document (the "Offer to Purchase") published on July 1, 2024, which is
available on this website under "Documents," and in the Tender Offer Statement, Rule 13e-3
Transaction Statement and Solicitation/Recommendation Statement which are or will be available
on this website under "Documents" and on the SEC's website (www.sec.gov) upon filing with the SEC.
How much is Atlas offering to pay for my Common Shares or SDRs and what is the form of
payment in the Offers?
I hold Common Shares. How do I participate in the US Offer?
Information about how to accept the US Offer is included in the Offer to Purchase under "The Tender
Offers — Procedures for Tendering into the Offers — Tender of Common Shares", which is available
on this website under Documents.
Offers Contact |
| Atlas Investissement
FAQs 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. Further information about the Offers and the
terms and conditions can be found in the press release announcing the Offers published on July 1,
2024, which is available on this website under "Press releases". Information about the Offers is also
available in the offer document (the "Offer to Purchase") published on July1, 2024, which is
available on this website under "Documents," and in the Tender Offer Statement, Rule 73e-3
Transaction Statement and Solicitation/Recommendation Statement which are or will be available
on this website under "Documents" and on the SEC's website (www.sec.gov) upon filing with the SEC.
How much is Atlas offering to pay for my Common Shares or SDRs and what is the form of
payment in the Offers?
I hold Common Shares. How do I participate in the US Offer?
I hold SDRs. How do I participate in the Swedish Offer?
Information about how to accept the Swedish Offer is included in the Offer to Purchase under "The
Tender Offers — Procedures for Tendering into the Offers — Tender of SDRs", which is available on this
website under Documents.
Offers Contact |
| Atlas Investissement
FAQs This communication is for informational purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell securities of Millicorn. Further information about the Offers and the
terms and conditions can be found in the press release announcing the Offers published on July 1,
2024, which is available on this website under "Press releases". Information about the Offers is also
available in the offer document (the "Offer to Purchase") published on July 1, 2024, which is
available on this website under "Documents," and in the Tender Offer Statement, Rule 13e-3
Transaction Statement and Solicitation/Recommendation Statement, which are or will be available
on this website under "Documents" and on the SEC's website (www.sec.gov) upon filing with the SEC.
How much is Atlas offering to pay for my Common Shares or SDRs and what is the form of
payment in the Offers?
I hold Common Shares. How do I participate in the US Offer?
I hold SDRs. How do I participate in the Swedish Offer?
How long do I have to decide whether to tender into the Offers?
Unless Atlas extends the Offers, you have until oie minute after 10:59 a.m. EST on August 16, 2024, to
tender Common Shares into the US Offer, or one minute after 4:59 p.m. CEST on August 16, 2024, to
tender SDRs into the Swedish Offer during the Offer Period, by which time the US Tender Agent or
Swedish Settlement Agent, as applicable, must receive all documents necessary in accordance with
the procedures set forth in the Offer to Purchase.
If you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee
you should be aware that such securities intermediaries may establish their own earlier cut-off
times and dates for receipt of instructions to tender (or to submit a notice of withdrawal on ycur
behalf, as applicable) to ensure that those instructions will be timely received by the US Tender
Agent or Swedish Settlement Agent. Shareholders are responsible for determining and complying
with any applicable cut-off times and dates.
Offers Contact |
| Atlas Investissement
FAQs 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. Further information about the Offers and the
terms and conditions can be found in the press release announcing the Offers published on July 1,
2024, which is available on this website under "Press releases". Information about the Offers is also
a✓ailable in the offer document (the "Offer to Purchase") published on July 1, 2024, which is
a✓ailable on this website under "Documents," and in the Tender Offer Statement, Rule 13e-3
Transaction Statement and Solicitation/Recommendation Statement, which are or will be available
on this website under "Documents" and on the SEC's website (www.sec.gov) upon filing with the SEC.
How much is Atlas offering to pay for my Common Shares or SDRs and what is the form of
payment in the Offers?
I hold Common Shares. How do I participate in tie US Offer?
I hold SDRs. How do I participate in the Swedish Offer?
How long do I have to decide whether to tender into the Offers?
When will I be paid for my Common Shares or SDRs tendered into the Offers?
Atlas expects to pay for Common Shares and SDRs tendered into the Offers as soon as possib e in
accordance with the applicable Swedish Takeover Rules after 10:59 a.m. EST on August 16, 2024 or
one minute after 4:59 p.m. CEST on August 16, 2024; provided that Atlas has announced that the
conditions for completion of the Offers have been satisfied or waived. Provided that such
announcement takes place no later than August 19, 2024, settlement for SDRs is expected to be
initiated on or around August 29, 2024.
Offers Contact |
| Atlas Investissement
How long do I have to decide whether to tender into the Offers?
When will I be paid for my Common Shares or SDRs tendered into the Offers?
If I decide not to tender, how will the Offers affect my Common Shares or SDRs?
If you do not tender your Common Shares, you will continue to hold those Common Shares following
consummation of the Offers. However, if the conditions for completion of the Offers are satisfied and
the Offers are successful, to the extent legally permitted by applicable law, Atlas currently intends to
delist the Common Shares from Nasdaq Stock Market, to terminate 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.
If you do not tender your SDRs, you will continue to hold those SDRs following consummation of the
Offers. Pursuant to Article 15 of 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"), if Atlas holds 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 following
the Offers, Atlas may request that the remaining Shareholders transfer their Shares to Atlas against
a fair price (a "Takeover Squeeze-Our).
Furthermore, pursuant to Article 16 of the Luxembourg Takeover Law, if following the Offers, Atlas
(together with any person acting in concert with Atlas) holds securities carrying more than 90 per
cent of the voting rights n Millicom, Shareholders may require that Atlas purchases the remaining
Shares at a fair price (a "Takeover Sell-Our). In connection with a Takeover Squeeze-Out or a
Takeover Sell-Out, Atlas intends to promote delisting of the SDRs in Millicom from Nasdaq Stockholm,
Large Cap.
Offers Contact |
| Atlas Investissement
Transaction Statement and Solicitation/Recommendation Statement, which are or will be available
on this website under "Documents" and on the SEC's website (www.sec.gov) upon filing with the SEC.
How much is Atlas offering to pay for my Common Shares or SDRs and what is the form of
payment in the Offers?
I hold Common Shares. How do I participate in the US Offer?
I hold SDRs. How do I participate in the Swedish Offer?
How long do I have to decide whether to tender into the Offers?
When will I be paid for my Common Shares or SDRs tendered into the Offers?
If I decide not to tender, how will the Offers affect my Common Shares or SDRs?
What are the conditions for completion of the Offers?
The Offers are subject to conditions. The completion of the Offers is conditional upon, inter
alia, 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*. For the complete terms and conditions,
please refer to the secticn "Conditions for completion of the Offers" in the press release with the offer
announcement and the section "The Tender Offers-Terms of the Offers-Conditions for Completion
of the Offers" in the Offer to Purchase.
* Excluding 840,641 Common Shares and/or SDRs held in treasury by Millicom.
Offers Contact |
| Atlas Investissement
Transaction Statement and Solicitation/Recommendation Statement which are or will be available
on this website under "Documents" and on the SEC's website (www. sec.gov) upon filing with the SEC.
How much is Atlas offering to pay for my Common Shares or SDRs and what is the form of
payment in the Offers?
I hold Common Shares. How do I participate in the US Offer?
I hold SDRs. How do I participate in the Swedish Offer?
How long do I have to decide whether to tender into the Offers?
When will I be paid for my Common Shares or SDRs tendered into the Offers?
If I decide not to tender, how will the Offers affect my Common Shares or SDRs?
What are the conditions for completion of the Offers?
Which regulatory approvals are required?
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.
Offers Contact |
| Atlas Investissement
Transaction Statement and Solicitation/Recommendation Statement, which are or will be available
on this website under "Documents" and on the SEC's website (www. sec.gov) upon filing with the SEC.
How much is Atlas offering to pay for my Common Shares or SDRs and what is the form of
payment in the Offers?
I hold Common Shares. How do I participate in the US Offer?
I hold SDRs. How do I participate in the Swedish Offer?
How long do I have to decide whether to tender into the Offers?
When will I be paid for my Common Shares or SDRs tendered into the Offers?
If I decide not to tender, how will the Offers affect my Common Shares or SDRs?
What are the conditions for completion of the Offers?
Which regulatory approvals are required?
What are the tax consequences of tendering my Common Shares or SDRs?
For tax-related questions, please consult your own tax advisor about the tax consequences that you
may be subject to. Please also see the section "The Tender Offers-Tax Considerations' included in
the Offer to Purchase.
Offers Contact |
| Atlas Investissement
on this website under "Documents" and on the SEC's website (www.sec.gov) upon filing with the SEC.
How much is Atlas offering to pay for my Common Shares or SDRs and what is the form of
payment in the Offers?
I hold Common Shares. How do I participate in the US Offer?
I hold SDRs. How do I participate in the Swedish Offer?
How long do I have to decide whether to tender into the Offers?
When will I be paid for my Common Shares or SDRs tendered into the Offers?
If I decide not to tender, how will the Offers affect my Common Shares or SDRs?
What are the conditions for completion of the Offers?
Which regulatory approvals are required?
What are the tax consequences of tendering my Common Shares or SDRs?
Who can I contact if I have questions about the Offers?
Holders of Common Shares in the US may call D.F. King & Co., Inc., as information agent for the US
Offer at (212) 269-5550, or at (866) 356-6140 (US toll-free). Material requests (only) may be made to
the D.F. King & Co., Inc. by email millicom@dfking.com.
Holders of SDRs, whose SDRs are directly registered with Euroclear Sweden can direct their questions
regarding administration of the Swedish Offer to Handelsbanken Issue Department by email
to issuedept@handelsbanken.se. Holders of SDRs, whose holdings are registered in the name of a
nominee, i.e. a bank or other nominee, should contact their nominee regarding administrative
questions regarding the Swedish Offer.
Offers Contact |
| Atlas Investissement
Press releases
Documents
Media contact
Investor contact
Terms of use I Privacy policy I Cookie policy
Atlas Luxco Publication of OTP (01 07 2024)
Atlas Luxco Offer Announcement (01 07 2024)
SFC Filing: Schedule 13D (03 07 2024)
SEC Filing: Tender Offer Statement and Rule 13e-3 Transaction Statement (01 07 2024)
Atlas Luxco Offer to Purchase (01 07 2024)
Louise Tingstram / Cornelia Schnepf
atlas@finelk.eu
contact@atlas-investissement.com
inyestors@atlas-investissement.com
Offers Contact |
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