Millicom International Cellular S.A. Ownership Update

TL;DR

NJJ Holding & Xavier Niel update Millicom ownership filing - watch this space.

AI Summary

On August 26, 2024, Atlas Investissement filed an amendment (No. 15) to its Schedule 13D for Millicom International Cellular S.A. The filing indicates a change in the beneficial ownership of common shares, with Atlas Investissement, along with group members NJJ Holding and Xavier Niel, being the reporting persons. The filing date of the event requiring this statement was August 22, 2024.

Why It Matters

This filing signals a potential shift in control or significant influence over Millicom International Cellular S.A., which could impact its strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate strategic shifts or potential takeovers, introducing uncertainty.

Key Players & Entities

• MILLICOM INTERNATIONAL CELLULAR SA (company) — Subject Company
• Atlas Investissement (company) — Filing Person
• NJJ HOLDING (company) — Group Member
• XAVIER NIEL (person) — Group Member
• Denis Klimentchenko (person) — Authorized Person to Receive Notices

FAQ

Key Financial Figures

• $1.50 — ged for Issuer common shares, par value $1.50 per share (“ Common Shares &rdquo
• $496,186,457.75 — ion of the Offers will be approximately $496,186,457.75 for 19,269,377 Shares and will be sourc

Filing Documents

• tm2422509d2_sc13da.htm (SC 13D/A) — 77KB
• tm2422509d2_ex14.htm (EX-14) — 2453KB
• tm2422509d2_ex15.htm (EX-15) — 24KB
• 0001104659-24-092885.txt ( ) — 2555KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

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

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 of the Schedule 13D is incorporated by reference in its entirety into this Item 3. Purchaser has accepted for payment, and expects to pay around September 2, 2024, for all Shares and validly tendered (and not validly withdrawn) during the period of the Offer. The aggregate purchase price payable by Purchaser upon the consummation of the Offers will be approximately $496,186,457.75 for 19,269,377 Shares and will be sourced by drawing down from the Long-Term Financing (as defined in the Offer to Purchase). The information disclosed in this Item 3 does not purport to be complete and is qualified in its entirety by reference to the Senior Facilities Agreement and the Senior Facilities Agreement Amendment Letter, copies of which is filed as exhibits hereto and are incorporated herein by reference in their entirety.

Purpose of Transaction

Item 4. Purpose of Transaction.

of the Schedule 13D is hereby amended and supplemented by adding

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: On August 22, 2024, the Offers and the withdrawal rights expired as scheduled at one minute after 10:59 a.m. EST or one minute after 4:59 p.m. CEST and were not further extended. As of such time all remaining conditions to the Offers were satisfied and the Offers were completed. Broadridge Corporate Issuer Solutions, LLC, acting as the US Tender Agent and Handelsbanken, acting as the Swedish Settlement Agent, have advised Purchaser that a total of 19,269,377 Shares were validly tendered and not properly withdrawn, representing approximately 11.25% of the outstanding Shares (based on 172,096,305 Shares outstanding less 789,807 Shares held in treasury by Millicom as of July 30, as disclosed by Millicom on such date under the “ Stock Information ” section of Millicom’s website). Of the Shares tendered, 2,230,932 Common Shares were tendered pursuant to the US Offer and 17,038,445 SDRs were tendered pursuant to the Swedish Offer. All Shares that were validly tendered and not properly withdrawn pursuant to the Offers have been accepted for payment by Purchaser. Together with Purchaser’s 49,966,734 Shares held prior to the Offers, Purchaser will now hold 69,236,111 Shares, representing approximately 40.42% of the outstanding Shares. Settlement for the Shares tendered in the Offers is expected to be initiated in accordance with the terms of the Offers around September 2, 2024. 6

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 171,306,498 Common Shares outstanding as of July 30, 2024 (172,096,305 Common Shares outstanding, less 789,807 Common Shares held in treasury, as set forth in the last relevant update available on the date hereof in the “ Stock Information ” 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 August 22, 2024, Atlas beneficially owned 67,005,179 SDRs, which may be exchanged for Common Shares on a one-for-one basis and 2,230,932 Common Shares. Settlement for the Shares tendered in the Offers is expected to be initiated in accordance with the terms of the Offers around September 2, 2024. 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) Except as described in this Schedule 13D, the Reporting Persons have not effected any transactions in Common Shares during the past sixty days.

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 exhibit: 13. Amendment No. 8 to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO with the SEC by the Reporting Persons on August 23, 2024 (incorporated herein by reference). 14. Senior Facilities Agreement, dated August 5, 2024. 15. Senior Facilities Agreement Amendment Letter, dated August 9, 2024. 7

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: August 26, 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 8

View Full Filing

View this SC 13D/A filing on SEC EDGAR