TIGO Millicom International Cellular S A

 

 

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. 4)

 

 

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

 

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

 

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

 

Items 1 through 9, Item 11 and Item 13.

 

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

 

1. Schedule 14D-9. On August 9, 2024, in response to the increase of the Offer Price announced by the Purchase on August 2, 2024, the Company filed an amended 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 the Schedule 14D-9, including on the cover page of the Offer to Purchase and the Sections of the Offer to Purchase titled “Summary Term Sheet,” “Introduction,” “Special Factors—Section 1. Background” and “Special Factors—Section 3. The Recommendation by the Independent Committee.”

 

 

(a) Cover Page. The cover page of the Offer to Purchaser is amended, restated and supplemented, as applicable, as follows:

 

The paragraph beginning “As of July 15, 2024, the Millicom Board . . .” is amended, restated and supplemented, as applicable, by adding the following after such paragraph:

 

“As of August 9, 2024, following Purchaser’s increase of the Offer Price on August 2, 2024, the Millicom Board, through the Independent Bid Committee, reaffirmed its unanimous recommendation 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 reaffirmation recommendation relating to the Offers is set forth in the amended 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 August 9, 2024. The information contained in the Schedule amended Schedule 14D-9 (and as further amended or supplemented) 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, as amended, including the information set forth under the heading “Item 4. The Solicitation or Recommendation” of the Schedule 14D-9.”

 

The sentence beginning “AS OF JULY 15, 2024, THE NON-EXECUTIVE DIRECTORS OF THE MILLICOM BOARD HAVE UNANIMOUSLY RECOMMENDED THAT …” is amended, restated and supplemented, as applicable, by adding the following after such sentence:

 

“ON AUGUST 9, 2024, THE NON-EXECUTIVE DIRECTORS OF THE MILLICOM BOARD REAFFIRMED THEIR UNANIMOUS RECOMMENDATION THAT SHAREHOLDERS REJECT THE OFFERS AND DO NOT TENDER THEIR SHARES PURSUANT TO THE OFFERS.”

 

The sentence beginning “In addition, On July 15, 2024, Millicom filed a Solicitation/Recommendation Statement on Schedule 14D-9…” is amended, restated and supplemented, as applicable, by adding the following after such sentence:

 

“In addition, on August 9, 2024, following Purchaser’s increase of the Offer Price on August 2, 2024, Millicom amended its Solicitation/Recommendation Statement on Schedule 14D-9 reaffirming the unanimous 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 July 15, 2024, the Millicom Board, …” in the section of the Offer to Purchase titled “Summary Term Sheet” is amended, restated and supplemented, as applicable, by adding the following after such sentence:

 

“As of August 9, 2024, following Purchaser’s increase of the Offer Price on August 2, 2024, the Millicom Board, through the Independent Bid Committee, reaffirmed its unanimous negative recommendation that Unaffiliated Shareholders reject the Offers and not tender their Shares pursuant to the Offers.”

 

(c) Introduction. The paragraph under “Statement by the Independent Bid Committee and Fairness Opinion” beginning “As of July 15, 2024, the Millicom Board, …” in the Section of the Offer to Purchase titled “Introduction” is amended, restated and supplemented, as applicable, by adding the following after such sentence:

 

“As of August 9, 2024, the Millicom Board, through the Independent Bid Committee, reaffirmed its unanimous negative recommendation that Unaffiliated Shareholders reject the Offers and not tender their Shares pursuant to the Offers.”

 

(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 to the end of such Section:

 

“On August 9, 2024, in response to Purchaser’s increase of the Offer Price on August 2, 2024, the Company filed an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 reaffirming the Independent Bid Committee’s unanimous recommendation 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 adding the following to the end of such Section:

 

“In response to Purchaser’s increase of the Offer Price on August 2, 2024, the Millicom Board, through the Independent Bid Committee, reaffirmed its unanimous negative recommendation that Unaffiliated Shareholders reject the Offers and not tender their Shares pursuant to the Offers in an amended Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on August 9, 2024. The Independent Bid Committee also stated in the Schedule 14D-9, as amended, that Nordea provided an updated opinion in accordance with the Swedish Takeover Rules as to whether the Offer Price of USD 25.75 per Common Share and per SDR was fair, from a financial point of view, for Unaffiliated Shareholders. Nordea has stated in its updated opinion dated August 8, 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, as amended, including the information set forth under the heading “Item 4. The Solicitation or Recommendation” of the Schedule 14D-9.”

 

Item 12. Exhibits.

 

Item 12 of the Tender Offer Statement and Rule 13e-3 Transaction Statement is hereby supplemented as follows:

 

No.	Description
(a)(1)(N)	Press Release of Purchaser Announcing Publication of a Supplement to the Offering Document in Sweden in Connection with the Swedish Offer, dated August 8, 2024.
(a)(1)(O)	Press Release of Purchaser Announcing Publication of a Supplement to the Offering Document in Sweden in Connection with the Swedish Offer, dated August 9, 2024.

 

 

SIGNATURE

 

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

 

Dated: August 12, 2024

 

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

 

 

EXHIBIT INDEX

 

No.	Description
(a)(1)(A)*	Offer to Purchase, dated July 1, 2024 (incorporated by reference to Exhibit (a)(1)(A) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on July 1, 2024).
(a)(1)(B)*	Form of Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(B) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on July 1, 2024).
(a)(1)(C)*	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(C) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on July 1, 2024).
(a)(1)(D)*	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(D) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on July 1, 2024).
(a)(1)(E)*	Press Release of Parent Announcing Commencement of the Offers, dated July 1, 2024 (incorporated by reference to Exhibit (a)(1)(E) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on July 1, 2024).
(a)(1)(F)*	Press Release of Parent Announcing Filing of the Offer to Purchase and Related Materials, dated July 1, 2024 (incorporated by reference to Exhibit (a)(1)(F) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on July 1, 2024).
(a)(1)(G)*	Press Release of Parent Responding to the Independent Bid Committee’s  Negative Recommendation, dated July 17, 2024 (incorporated by reference to Exhibit (a)(1)(G) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on July 18, 2024).
(a)(1)(H)*	Press Release of Parent Announcing Filing of Amendment, dated July 18, 2024 (incorporated by reference to Exhibit (a)(1)(H) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on July 18, 2024).
(a)(1)(I)*	Parent Offers Information Website (incorporated by reference to Exhibit (a)(1)(I) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on July 18, 2024).
(a)(1)(J)*	Press Release of Purchaser Announcing Publication of a Supplement to the Offering Document in Sweden in Connection with the Swedish Offer, dated July 23, 2024 (incorporated by reference to Exhibit (a)(1)(J) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on August 5, 2024).
(a)(1)(K)*	Press Release of Purchaser Announcing Publication of a Supplement to the Offering Document in Sweden in Connection with the Swedish Offer, dated August 2, 2024 (incorporated by reference to Exhibit (a)(1)(K) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on August 5, 2024).
(a)(1)(L)*	Press Release of Purchaser Announcing Response to Millicom’s Statement Concerning Local Acquisitions, dated July 31, 2024 (incorporated by reference to Exhibit (a)(1)(L) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on August 5, 2024).
(a)(1)(M)*	Press Release of Purchaser Announcing Increase of the Offer Price, dated August 2, 2024 (incorporated by reference to Exhibit (a)(1)(M) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on August 5, 2024).
(a)(1)(N)	Press Release of Purchaser Announcing Publication of a Supplement to the Offering Document in Sweden in Connection with the Swedish Offer, dated August 8, 2024.
(a)(1)(O)	Press Release of Purchaser Announcing Publication of a Supplement to the Offering Document in Sweden in Connection with the Swedish Offer, dated August 9, 2024.
(b)*	Form of Commitment Letter concerning the Interim Facilities Agreement (incorporated by reference to Exhibit (b) to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Purchaser on July 1, 2024).
(c)(1)*	Valuation Analysis, dated June 29, 2024.

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

 

*

Previously filed.

 

 

Exhibit (a)(1)(N) 

 

 

 

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 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 Luxco S.à r.l. publishes a supplement to the offer document

pursuant to the Swedish Offer regarding its public offers to the

shareholders of Millicom International Cellular S.A.

 

August 8, 2024, Luxembourg // 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 and a supplement to the Offer to Purchase in connection with the Swedish Offer was made public on July 23 and on August 2, 2024, respectively.

 

On August 2, 2024, Atlas issued a press release regarding the increase of the price in the Offers from USD 24.00 per Common Share and USD 24.00 per SDR to USD 25.75 per Common Share and USD 25.75 per SDR. On account thereof, Atlas has prepared a supplement to the Offer to Purchase in connection with the Swedish Offer (the "Supplement"), which includes the press release from Atlas. The Supplement has been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) today. The Supplement has been made public and is, together with the Offer to Purchase and the previously prepared supplements, available on Atlas’ website (www.atlas-investissement.com/en/offers).

 

The Supplement, exclusively in connection with the Swedish Offer, shall at all times be read together with, and as an integrated part of, the Offer to Purchase which was approved and published on July 1, 2024.

 

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.

 

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 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.

 

 

 

 

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 8, 2024 at 10.15 a.m. (CEST).

 

Important information:

 

In the US Offer, this communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities of Millicom. It is also not a substitute for the Tender Offer 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 and on August 5, 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 a subsequent amendment thereto on August 6, 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 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)(O)

 

 

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 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 Luxco S.à r.l. publishes a supplement to the offer document

pursuant to the Swedish Offer regarding its public offers to the

shareholders of Millicom International Cellular S.A.

 

August 9, 2024, Luxembourg // 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 and a supplement to the Offer to Purchase in connection with the Swedish Offer was made public on July 23, August 2 and August 8, 2024, respectively.

 

On August 9, 2024, Millicom published the statement from the committee of independent directors of the Board of Directors of Millicom (the “Independent Bid Committee”) by reason of the increased price in the Offers and a fairness opinion obtained by the Independent Bid Committee from Nordea Bank Abp, filial i Sverige, Corporate Finance (“Nordea”). On account thereof, Atlas has prepared a supplement to the Offer to Purchase in connection with the Swedish Offer (the "Supplement"), which includes the statement from the Independent Bid Committee and the fairness opinion from Nordea. The Supplement has been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) today. The Supplement has been made public and is, together with the Offer to Purchase and the previously prepared supplements, available on Atlas’ website (www.atlas-investissement.com/en/offers).

 

The Supplement, exclusively in connection with the Swedish Offer, shall at all times be read together with, and as an integrated part of, the Offer to Purchase which was approved and published on July 1, 2024.

 

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.

 

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 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.

 

 

 

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 9, 2024 at 4.45 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 and on August 5, 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 a subsequent amendment thereto on August 6, 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 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.

 

 

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