Atlas waives acceptance level and regulatory approvals conditions
and extends offer period as required under applicable laws until
August 22, 2024
Luxembourg, Aug. 14, 2024 (GLOBE NEWSWIRE) --
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.
Atlas waives acceptance level and
regulatory approvals conditions and extends offer period as
required under applicable laws until August 22, 2024
On July 1, 2024, Atlas Luxco S.à
r.l.1 (“Atlas”), 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”) to tender all of their common shares (the
“Common Shares”), including Swedish Depositary Receipts (the
“SDRs”) representing Common
Shares3 (the Common
Shares and SDRs collectively, the “Shares”), in
Millicom4 to Atlas. On
August 2, 2024, Atlas increased the price in the Offers to USD
25.75 per common share and USD 25.75 per SDR. Today, Atlas waives
the Acceptance Level Condition and the Regulatory Approvals
Condition (each as defined
below)5 and extends
the acceptance period (the “Offer Period”) until one minute after
10:59 a.m. EST, or one minute after 4:59 p.m. CEST, on August 22,
2024 (the end of the Offer Period, as may be extended, the
“Expiration Time”) in order to comply with certain US regulatory
requirements imposed by the waiver of such conditions for
completion of the Offers. Holders of Common Shares and SDRs will
collectively be referred to herein as “Shareholders.”
Key Highlights
- Atlas maintains its view that the
increased offer price of USD 25.75 provides a unique window of
liquidity for the Shareholders to tender their Shares at an
attractive premium.
- The Acceptance
Level Condition and the Regulatory Approvals Condition are now
waived in full, meaning Atlas has waived all conditions precedent
that may have prevented prompt closing from occurring and expects
all other conditions to be satisfied at the end of the extended
Offer Period without further extensions. The Offers provide high
deal certainty to the tendering Shareholders.
- Under certain US regulatory
requirements, Atlas is obligated to extend the Offers, the Offer
Period will now expire on August 22, 2024.
The completion of the Offers was originally
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
Millicom6 (the “Acceptance Level
Condition”) and the receipt of all necessary clearances,
approvals, decisions and other actions from authorities or similar,
including approvals from competition authorities, being obtained,
in each case on terms which, in Atlas’ opinion, are acceptable (the
“Regulatory Approvals Condition”). As set forth in
the offer document regarding the Offers which was made public on
July 1, 2024 (together with any amendments or supplements thereto,
the “Offer to Purchase”)7, Atlas has
reserved the right to waive, in whole or in part, one, several or
all of the conditions set out in the Offer to Purchase (including
with respect to the Acceptance Level Condition, to complete the
Offers at a lower level of acceptance).
Atlas has now waived the Acceptance Level
Condition and the Regulatory Approvals Condition. In order to
comply with certain US regulatory requirements imposed by the
waiver of such conditions for completion of the Offers, Atlas has
extended the Offer Period until one minute after 10:59 a.m. EST, or
one minute after 4:59 p.m. CEST, on August 22, 2024. Atlas expects
to pay for the Shares tendered into the Offers as soon as possible
in accordance with the applicable Takeover rules for Nasdaq
Stockholm and Nordic Growth Market NGM (the “Swedish
Takeover Rules”) after the Expiration Time; provided that
Atlas has announced that the remaining conditions for completion of
the Offers have been satisfied or waived. Provided that such
announcement takes place no later than August 23, 2024, settlement
for the Shares is expected to be initiated on or around September
4, 2024.
Except for the waiver of the Acceptance Level
Condition and the Regulatory Approvals Condition and the extension
of the Expiration Time, the terms and conditions of the Offers are
unchanged, including the other conditions for completion of the
Offers and provisions set out for the Offers.8
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
August 14, 2024 at 11.15 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 under cover of Schedule TO that Atlas filed
with the SEC on July 1, 2024, and the subsequent amendments thereto
filed on July 18, August 5, August 12 and August 13, 2024. Millicom
has also filed a Solicitation/Recommendation Statement on Schedule
14D-9 with the SEC with respect to the US Offer on July 15, 2024
and subsequent amendments thereto on August 6 and August 9, 2024.
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 Atlas 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 Atlas 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 Millicom 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 Millicom 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
Millicom 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 Millicom, 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 Each SDR represents one common share in Millicom.
4 Excluding Shares held in treasury by Millicom (789,807
Shares were held in treasury by Millicom as of July 30, 2024).
5 As set forth in the Offer to Purchase, Atlas has
reserved the right to waive, in whole or in part, one, several or
all of the conditions for completion of the Offers (including, with
respect to the Acceptance Level Condition, to complete the Offers
at a lower level of acceptance).
6 Excluding Shares held in treasury by Millicom (789,807
Shares were held in treasury by Millicom as of July 30, 2024).
7 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, supplements and any subsequent press
releases and other communication concerning the Offers will be
prepared only in the English language.
8 Including that Atlas reserves the right to further
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.