Millicom International Cellular SA: Ownership Filing Update

TL;DR

NJJ Holding & Atlas Investissement updated their Millicom ownership filing - watch for potential moves.

AI Summary

On May 23, 2024, Atlas Investissement, through its group members ATLAS LUXCO S.A R.L. and NJJ HOLDING, filed an amendment (No. 11) to their Schedule 13D. This filing relates to their beneficial ownership of Millicom International Cellular S.A. common shares. The filing does not disclose specific new shareholdings or dollar amounts but indicates a change in reporting status.

Why It Matters

This filing indicates a change in the reporting of beneficial ownership for Millicom International Cellular SA, which could signal shifts in major shareholder strategies or intentions.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in control, warranting close monitoring.

Key Players & Entities

• MILLICOM INTERNATIONAL CELLULAR SA (company) — Subject Company
• Atlas Investissement (company) — Filing Person
• ATLAS LUXCO S.A R.L. (company) — Group Member of Filing Person
• NJJ HOLDING (company) — Group Member of Filing Person
• XAVIER NIEL (person) — Associated with NJJ HOLDING
• Denis Klimentchenko (person) — Authorized to Receive Notices

FAQ

Key Financial Figures

• $1.50 — ged for Issuer common shares, par value $1.50 per share (“ Common Shares &rdquo
• $24.0 — ng options to support an offer price of $24.0 per Common Share, and its SEK equivalen

Filing Documents

• tm2415353d1_sc13da.htm (SC 13D/A) — 75KB
• tm2415353d1_ex5.htm (EX-99.5) — 12KB
• tm2415353d1_ex6.htm (EX-99.6) — 65KB
• tm2415353d1_ex7.htm (EX-99.7) — 25KB
• 0001104659-24-064616.txt ( ) — 178KB

Purpose of Transaction

Item 4. Purpose of Transaction.

of the Schedule 13D is hereby amended and supplemented as follows

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On May 23, 2024, Atlas Investissement announced that it is exploring a potential all cash tender offer for the Issuer’s securities. In connection with such preliminary efforts, Atlas is exploring financing options to support an offer price of $24.0 per Common Share, and its SEK equivalent per SDR. Atlas Investissement also furnished Millicom’s Board of Directors with a letter of intent (the “ Letter of Intent ”) noting that the potential offer price would represent a 19% premium to Millicom’s volume-weighted average price for the previous 3 months; a 27% premium over its volume-weighted average price for the previous 6 months and a 38% premium to Millicom’s volume-weighted average price for the previous 12 months. The Letter of Intent also notes that the potential offer price would be higher than the median of brokers’ time-adjusted target prices and would provide immediate liquidity for Millicom’s shareholders. No assurances can be given that any such offer will be made by Atlas Investissement, or if one is made, as to its terms or timing. Additionally, Atlas Investissement has amended from time to time the Loan Agreement initially entered into with a syndicate of lenders on February 20, 2023 (as amended from time to time including for the last time on 13 March 2024, the “ Loan Agreement ”) pursuant to amendment agreements (the " Loan Agreement Amendments "). The foregoing description of the amendments to the Letter of Intent and Loan Agreement Amendments described above are qualified in their entirety by reference to such documents, which are filed as an exhibits hereto and incorporated herein by reference.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows: (a) and (b) The percentage of beneficial ownership in this Schedule 13D is based on 171,188,466 Common Shares outstanding as of May 3, 2024 (based on 172,096,305 Common Shares outstanding, less 907,839 Common Shares held in treasury, as set forth in the last relevant update available on the date hereof in the “ Financial News ” section of the Issuer's website). The aggregate number and percentage of Common Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. As of May 23, 2024, Atlas beneficially owned 49,966,734 SDRs, which may be exchanged for Common Shares on a one-for-one basis. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than Atlas to the extent it directly holds the securities reported herein) is the beneficial owner of the Common Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares. (c) The Reporting Persons have not effected any transactions in Common Shares during the past sixty days.

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

of the Schedule 13D is

Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in

of this Amendment No. 11 is incorporated herein by reference

Item 4 of this Amendment No. 11 is incorporated herein by reference.

Material to be filed as Exhibits

Item 7. Material to be filed as Exhibits.

of the Schedule 13D is hereby amended by adding the following

Item 7 of the Schedule 13D is hereby amended by adding the following exhibits: 5 Letter of Intent, dated May 23, 2024 6Loan Agreement Amendment, dated March 7, 2024 7Loan Agreement Amendment, dated March 13, 2024

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct. Dated: May 23, 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 [Millicom International Cellular S.A. - Schedule 13D/A]

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View this SC 13D/A filing on SEC EDGAR