Offer document regarding Atlas Luxco S.à r.l.’s public offers to
the shareholders of Millicom International Cellular S.A. has been
made public
Press release
This announcement is not an offer,
whether directly or indirectly, in Australia, Belarus, Canada, Hong
Kong, Japan, New Zealand, Singapore, South Africa or Russia or in
any other jurisdiction where such offer would be prohibited by
applicable law pursuant to legislation, restrictions and
regulations in the relevant jurisdiction. Shareholders not resident
in Sweden or the United States who wish to accept the Offers (as
defined below) must make inquiries concerning applicable
legislation and possible tax consequences. Shareholders should
refer to the offer restrictions included in the section titled
“Important notice” at the end of this announcement and in the Offer
to Purchase (as defined below) which was published today. 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.
Offer document regarding Atlas Luxco S.à
r.l.’s public offers to the shareholders of Millicom International
Cellular S.A. has been made public
Today, 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.”
The offer document (the “Offer to
Purchase”) relating to the Offers has today been approved
and registered by the Swedish Financial Supervisory Authority (Sw.
Finansinspektionen) (the “SFSA”). The Purchaser
has, pursuant to Rule 14d-3 and Rule 13e-3 under the Securities and
Exchange Act of 1934 (the “Exchange Act”), filed
with the Securities and Exchange Commission (the
“SEC”) a combined Tender Offer Statement and Rule
13e-3 Transaction Statement under cover of Schedule TO of which the
Offer to Purchase forms a part.
The Offer to Purchase is available on Atlas’
website (www.atlas-investissement.com/en/offers). The Offer to
Purchase will also be available on the SFSA’s website
(www.finansinspektionen.se).4 A pre-printed acceptance form for
SDRs will be sent out to holders of SDRs in Millicom who are
directly registered with Euroclear Sweden AB as of July 1, 2024,
except for those domiciled in the excluded jurisdictions (see
above). In relation to the US Offer, additional copies of the Offer
to Purchase and the accompanying Letter of Transmittal and other
related materials may be obtained from D.F. King & Co., Inc.,
as information agent for the US Offer or on the website maintained
by the SEC at www.sec.gov. Holders of Common Shares may also
contact their broker, dealer, commercial bank, trust company or
other securities intermediary for copies of these documents.
The initial acceptance period for the Offers
(the “Offer Period”) has commenced today on July
1, 2024, in connection with the publication of the Offer to
Purchase, and expires at one minute after 10:59 a.m. EST, or one
minute after 4:59 p.m. CEST, on August 16, 2024, unless the Offer
Period is extended. Provided that the conditions for the Offers
have been fulfilled or Atlas otherwise has decided to complete the
Offers, settlement is expected to be initiated on or around August
29, 2024.
Atlas has reserved the right to extend the Offer
Period, as well as to postpone the settlement date. If the Swedish
Offer is extended in accordance with Swedish law, the US Offer is
expected to be extended so that it will expire on the same day as,
and simultaneously with, the Swedish Offer. If the US Offer is
extended in accordance with US law, the Swedish Offer is expected
to be extended so that it will expire on the same day as, and
simultaneously with, the US Offer.
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,
FinElkCornelia.Schnepf@finelk.eu+44 7387 108 998
Louise Tingström,
FinElkLouise.tingstrom@finelk.eu+44 7899 066 995
For administrative questions regarding the
Swedish Offer, please contact your bank or the nominee registered
as holder of your SDRs.
The information in this press release was
submitted for publication by Atlas in accordance with the Takeover
rules for Nasdaq Stockholm and Nordic Growth Market NGM (the
“Swedish Takeover Rules”). The information was
submitted for publication on July 1, 2024 at 12.01 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 will also file a Solicitation/Recommendation Statement
on Schedule 14D-9 with the SEC with respect to the US Offer. THE
TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED
LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS),
THE SOLICITATION/RECOMMENDATION STATEMENT CONTAIN OR WILL CONTAIN,
AS APPLICABLE, 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 and
Rule 13e-3 Transaction Statement have been, and the
Solicitation/Recommendation Statement will be, made available to
Millicom’s investors and security holders free of charge. A free
copy of the Tender Offer Statement and Rule 13e-3 Transaction
Statement is available, and the Solicitation/Recommendation
Statement will be made available, to all of Millicom’s investors
and security holders by visiting Atlas’ website at
www.atlas-investissement.com/en/offers. In addition, the Tender
Offer Statement and Rule 13e-3 Transaction Statement are available,
and the Solicitation/Recommendation Statement (and all other
documents filed by Millicom with the SEC) 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 as regards
the time when notice must be given and payment of the consideration
is rendered, respectively. The Offers, which are subject to Swedish
law and Luxembourg law, are being made to holders of Common Shares
and holders of SDRs in accordance with the applicable United States
securities laws, and the exemptions applicable thereunder, in
particular the Tier II Exemptions.
It may be difficult for US Holders or
other Shareholders participating in the Swedish Offer to enforce
their rights and any claims they may have arising under the US
federal or state securities laws in connection with the Swedish
Offer, since the Company and Atlas are located in countries other
than the United States, and some or all of their officers and
directors may be residents of countries other than the United
States. US Holders may not be able to sue the Company or Atlas or
their respective officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel the Company or Atlas and/or their respective affiliates to
subject themselves to the jurisdiction or judgment of a US
court.
To the extent permissible under
applicable law and regulations, including Rule 14e-5 under the
Exchange Act, Atlas and its affiliates or brokers (acting as agents
for Atlas or its affiliates, as applicable) may from time to time
after the date hereof directly or indirectly purchase or arrange to
purchase SDRs outside the United States, or any securities that are
convertible into, exchangeable for or exercisable for such Shares,
other than pursuant to the Offers, during the period in which the
Offers remain open for acceptance. These purchases may occur either
in the open market at prevailing prices or in private transactions
at negotiated prices. In addition, the financial advisors to Parent
and/or the Atlas Financial Advisor may also engage in ordinary
course trading activities in securities of the Company, which may
include purchases or arrangements to purchase such securities as
long as such purchases or arrangements are in compliance with the
applicable law, including Rule 14e-5 under the Exchange Act. Any
information about such purchases will be announced to US Holders
through relevant electronic media if, and to the extent, such
announcement is required under applicable Swedish or US law, rules
or regulations.
THE OFFERS HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY US STATE SECURITIES COMMISSION, NOR
HAS THE SEC OR ANY US STATE SECURITIES COMMISSION PASSED UPON THE
FAIRNESS OR MERITS OF THE OFFERS OR UPON THE ACCURACY OR ADEQUACY
OF THE INFORMATION CONTAINED IN THIS PRESS RELEASE OR WHETHER THE
CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND A CRIMINAL OFFENSE
IN THE UNITED STATES.
1 Atlas Luxco S.à r.l., a private limited
liability company (société à responsabilité limitée) existing under
the laws of the Grand Duchy of Luxembourg
(“Luxembourg”), having its registered office at
53, boulevard Royal, L-2449 Luxembourg, Luxembourg with corporate
registration number B274990 with the Luxembourg Trade and Companies
Registry (R.C.S. Luxembourg), is a subsidiary of Atlas
Investissement S.A.S., a simplified joint-stock company (société
par actions simplifiée), having its registered office at 16 Rue de
la Ville-l’Évêque, FR-75008 Paris, France, with corporate
registration number 908 070 188 with the Paris Trade and
Companies Registry (R.C.S Paris) (the “Parent”).
The Parent is a majority owned subsidiary of NJJ Holding S.A.S., a
simplified joint-stock company (société par actions simplifiée)
domiciled in Paris, France, wholly owned by Xavier Niel (Atlas
Luxco S.à r.l., Atlas Investissement S.A.S., NJJ Holding S.A.S. and
Xavier Niel are together referred to as the “Purchaser
Group”).2 Millicom International S.A., a public limited
liability company (société anonyme) existing under the laws of
Luxembourg, having its registered office at 2, rue du Fort Bourbon,
L-1249 Luxembourg, with corporate registration number B40630 with
the Luxembourg Trade and Companies Registry (R.C.S. Luxembourg).3
Excluding 840,641 Common Shares and/or SDRs held in treasury by
Millicom.
4 The Offer to Purchase is prepared in English
only in accordance with a language exemption granted by the Swedish
Financial Supervisory Authority in respect of the requirement to
prepare the Offer to Purchase in the Swedish language. As an
effect, this press release and any subsequent press releases and
other communication concerning the Offers will be prepared only in
the English language.