Millicom announces offer to purchase for cash any and all of its 6.625% Senior Notes due 2021
Luxembourg, 11 September 2017 – Millicom International Cellular S.A. ("Millicom") today announces its offer to purchase (the "Tender Offer") for cash any and all of the following debt securities (the "Notes"):
|Title||Acceptance Amount||CUSIP||ISINs||Principal Amount||Purchase Price*|
|6.625% Senior Notes due 2021||Any and all||600814AL1||US600814AL16;XS0980363344||$658,476,000||$1,035|
* per $1,000 in principal amount
The Tender Offer is made on the terms and subject to the conditions set forth in the Tender Offer Memorandum dated 11 September 2017.
Separately, Millicom today issued a Conditional Notice of Redemption in respect of all Notes that remain outstanding on 15 October 2017 (the "Redemption"). In addition, Millicom separately announced today that it intends to offer new senior notes (the "New Notes"). Completion of the Tender Offer and the Redemption are subject to the successful issuance (as determined by Millicom in its sole discretion) of the New Notes (the "Financing Condition"), as well as certain other conditions as set out in the Tender Offer Memorandum.
The purpose of the Tender Offer and the Redemption is to acquire all of the Notes, provided that the Financing Condition is satisfied, which will be funded principally by the issuance of the New Notes. Millicom may fund a portion of the Tender Offer with available cash. Millicom will cancel and delist any Notes accepted for purchase pursuant to the Tender Offer and the Redemption.
The Tender Offer will expire at 5:00 pm New York time (NYT) on 15 September 2017 (the "Expiration Deadline"). Noteholders must validly tender (and not withdraw) their Notes on or before Expiration Deadline to participate in the Tender Offer. Noteholders may tender their Notes after the Expiration Deadline only pursuant to the guaranteed delivery procedures described in the Tender Offer Memorandum. Noteholders may withdraw their tendered Notes until the Expiration Deadline.
The purchase consideration per $1,000 principal amount of the Notes accepted for purchase in the Tender Offer is the sum of the Purchase Price and accrued and unpaid interest to (but excluding) the settlement date of the Tender Offer. Provided that all conditions to the Tender Offer described in the Tender Offer Memorandum have been satisfied or waived to Millicom's satisfaction, Millicom may elect to accept and pay for those Notes validly tendered on or before the Expiration Date (or pursuant to the guaranteed delivery procedures described in the Tender Offer Memorandum) on or about the third business day following the Expiration Date, which is expected to be on or about 20 September 2017.
Subject to applicable law and as further described in the Tender Offer Memorandum, Millicom, in its sole discretion, may extend, amend, waive any condition of or terminate the Tender Offer at any time. The Tender Offer is not conditioned upon the tender of a minimum principal amount of Notes, but is subject to certain conditions described in the Tender Offer Memorandum, including the Financing Condition, and no consideration will be paid if the conditions are not satisfied or waived. Notes that are not validly tendered and/or not purchased will remain outstanding, and may be redeemed in the Redemption if the Financing Condition is satisfied.
This press release is qualified in its entirety by the Tender Offer Memorandum. This press release will also be posted on the website of the Luxembourg Stock Exchange.
The tender agent for the Tender Offer is D.F. King & Co, Inc. Any questions or requests for assistance or copies of the Tender Offer Memorandum may be directed to D.F. King & Co, Inc. at +1 212 269 5550, +1 888 280 6942, +44 20 7920 9700, +852 3953 7230, website: https://sites.dfkingltd.com/millicom, e-mail: email@example.com.
Millicom has retained BNP Paribas, Goldman Sachs International, J.P. Morgan Securities plc and Scotia Capital (USA) Inc. to act as dealer managers in connection with the Tender Offer. Questions regarding the Tender Offer may be directed to (i) BNP Paribas at +1 212 841 3059; + 1 800 210 4358 (US toll free) or by email to firstname.lastname@example.org ; (ii) Goldman Sachs International at +44 20 7774 9862; + 1 800 828 3182 (US toll free); +1 212 902 6941 or by email to email@example.com; (iii) J.P. Morgan Securities plc at +44 207 134 2468, or by email to firstname.lastname@example.org ; or (iv) Scotia Capital (USA) Inc.at +1 212 225 6550.
This press release is for information purposes only and does not constitute an offer to purchase nor the solicitation of an offer to sell any of the securities described herein nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Tender Offer is being made pursuant to the Tender Offer Memorandum, which sets forth the complete terms and conditions of the Tender Offer. Capitalized terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Tender Offer Memorandum. Noteholders can obtain copies of the Tender Offer Memorandum from the tender agent or the dealer managers. Noteholders are urged to read the Tender Offer Memorandum carefully before making any decision with respect to their Notes.
Any individual or company whose Notes are held by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity and instruct such entity, as the holder of such Notes, to tender their Notes in accordance with the customary procedures of Euroclear, Clearstream or DTC, as applicable. If any holder is in any doubt as to the action it should take, it is recommended for such holder to seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank, manager, solicitor, accountant or other independent financial or legal adviser. The Tender Offer is not being made to, nor will Millicom accept tenders of Notes from, holders in any jurisdiction in which it is unlawful to make such an offer or solicitation. None of Millicom, the dealer managers, the tender agent nor the trustee for the Notes makes any recommendation as to whether Noteholders should tender their Notes in response to the Tender Offer.
Certain statements in this press release, including those describing the New Notes Offering, the Financing Condition and the completion of the Tender Offer, constitute forward-looking statements. These statements are not historical facts but instead represent only Millicom's belief regarding future events, many of which, by their nature, are inherently uncertain and outside Millicom's control. It is possible that actual results will differ, possibly materially, from the anticipated results indicated in these statements.
For more information please contact:
Vivian Kobeh, Corporate Communications Director
Tel: +1 305 476 7352 / +1 305 302 2858 / email@example.com
Michel Morin, +352 277 59094
Mauricio Pinzon, Tel: +44 20 3249 2460 / firstname.lastname@example.org
Millicom is a leading provider of cable and mobile services dedicated to emerging markets in Latin America and Africa. Millicom sets the pace when it comes to providing high-speed broadband and innovative digital lifestyle services through its principal brand, Tigo. Millicom employs about 18,000 people and provides mobile services to more than 57 million customers, with a Cable footprint of more than 8.1 million homes passed. Founded in 1990, Millicom International Cellular SA is headquartered in Luxembourg and listed on NASDAQ OMX Stockholm under the symbol MIC.
The information contained in this announcement constitutes inside information with respect to Millicom International Cellular S.A. for the purposes of Regulation (EU) No. 596/2014 on market abuse.