Kyiv, New York, Dubai and Philadelphia, 13
January 2025: VEON Ltd. (Nasdaq: VEON), a global digital
operator (“VEON” or, together with its subsidiaries, the “Group”),
and Cohen Circle Acquisition Corp. I (“Cohen Circle”), a special
purpose acquisition company (Nasdaq: CCIRU), today announced the
signing of a letter of intent (“LOI”) to enter into a business
combination with the aim of indirectly listing Kyivstar, VEON’s
digital operator in Ukraine, on the Nasdaq Stock Market LLC
(“Nasdaq”) in the United States.
Completion of this transaction would make
Kyivstar the first purely Ukrainian investment opportunity to be
publicly listed on a U.S. stock exchange, enabling U.S. and other
international investors to participate more directly in Kyivstar’s
growth and the broader recovery of the Ukrainian economy.
Kyivstar is Ukraine’s leading digital operator,
with the country’s largest mobile and fixed-line connectivity
businesses that serve nearly 24 million connectivity customers.
Kyivstar’s portfolio of digital services includes the digital
healthcare platform Helsi with a registered user base of 28 million
and the entertainment streaming platform, Kyivstar TV. Kyivstar is
a leading provider of enterprise services in Ukraine, supporting
Ukrainian businesses with cloud, cybersecurity and AI solutions, a
growing player in the software development landscape of Ukraine via
Kyivstar Tech, and a preferred partner for international technology
companies, having most recently signed a groundbreaking agreement
with Starlink to bring direct-to-cell satellite connectivity to
Ukraine to enhance the resilience of communication.
“We are proud to be opening American and global
markets for Ukraine with Kyivstar's benchmark Nasdaq listing. As
Ukraine's largest private investor, this milestone amplifies our
'Invest in Ukraine NOW!' campaign, showcasing the country’s growth
potential and offering American investors direct access to its
future economic opportunities,” said Augie K Fabela II, Chairman
and Founder of VEON.
“The agreement that we have reached with Cohen
Circle is a significant step in
VEON’s ambition of crystallizing value
for our investors,
including through the listings of our key
assets where relevant. It also underscores our commitment to
rebuilding Ukraine through investments. We are excited to see
investor interest in Kyivstar’s growth story and the appreciation
of Ukraine’s potential. We are determined to work diligently
towards the successful completion of this process, which will make
Kyivstar a unique U.S.-listed opportunity for international
investors while also highlighting the overall investment case for
Ukraine,” said Kaan Terzioglu, VEON Group CEO.
“Kyivstar possesses all of the qualities we look
for as a merger partner - strong business fundamentals, excellent
management and opportunities for outsized growth. We couldn’t
be more excited than to partner with VEON and provide investors
with a compelling opportunity to invest in the economic development
of Ukraine,” said Betsy Cohen, Chairman and CEO of Cohen Circle
Acquisition Corp. I.
The LOI will enable VEON and Cohen Circle to
explore a business combination between VEON Holdings B.V. (“VEON
Holdings”) and Cohen Circle with the aim of indirectly listing
Kyivstar, a wholly owned subsidiary of VEON Holdings, on Nasdaq
(the “Business Combination”). VEON will continue to hold a majority
stake in such publicly listed entity. The parties expect to
announce additional details regarding the Business Combination upon
the execution of a definitive agreement, which is anticipated to
take place by the second quarter of 2025.
As part of the preparation for the Business
Combination, VEON will undertake a pre-transaction reorganization
of VEON Holdings (the “Reorganization”). This Reorganization will
be consummated through a Dutch legal demerger, as a result of which
VEON Holdings, which will remain domiciled in the Netherlands, will
hold only Kyivstar and its subsidiaries and certain other select
assets and liabilities. A newly incorporated entity will hold
VEON’s other core operating subsidiaries and assets.
VEON has commenced the process of this demerger
by filing the demerger proposal and accompanying documents with the
Dutch Chamber of Commerce today. The Reorganization is expected to
be completed by March 2025. Further information on the demerger
process can be found on the Company’s website:
https://www.veon.com/investors
To facilitate the aforementioned actions, VEON
Holdings today also launches a consent solicitation to obtain
consent from the holders of its bonds maturing in 2027 (ISIN: Reg
S: XS2824764521/ Rule 144A: XS2824766146) (the “2027 Notes”).
The consent solicitation is being made on the
terms and subject to the conditions contained in the consent
solicitation memorandum dated 13 January 2025 (the “Consent
Solicitation Memorandum”). A copy of the Consent Solicitation
Memorandum (subject to distribution restrictions) can be obtained
from the tabulation agent (Kroll Issuer Services Limited). ICBC and
Jefferies will be acting as Solicitation Agents on the consent.
About VEONVEON is a Nasdaq-listed digital
operator headquartered in the Dubai International Financial Center
that provides converged connectivity and digital services to nearly
160 million customers. Operating across six countries that are
home to more than 7% of the world’s population, VEON is
transforming lives through technology-driven services that empower
individuals and drive economic growth. For more information
visit: www.veon.com
About Cohen CircleCohen Circle is a
special purpose acquisition company sponsored by Cohen Circle, LLC
and formed for the purpose of entering into a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more technology and/or
financial services businesses. Cohen Circle is listed on the NASDAQ
under the symbol “CCIRU.”
No Offer or SolicitationThis press
release shall not constitute a solicitation of a proxy, consent, or
authorization with respect to any securities or in respect of the
proposed Business Combination. This press release does not
constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
states or jurisdictions in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Forward-Looking Statements
This release contains “forward-looking
statements”, as the phrase is defined in Section 27A of the U.S.
Securities Act of 1933, as amended, and Section 21E of the U.S.
Securities Exchange Act of 1934, as amended. All statements
contained in this press release that do not relate to matters of
historical fact should be considered forward-looking statements,
including, without limitation, statements relating to, among other
things, the proposed transactions, including the execution and
timing of entering into a definitive agreement in connection with
the Business Combination and the Reorganization, and the expected
timing of completing the proposed transactions, the expectation
that Kyivstar will be the first purely Ukrainian investment
opportunity to be publicly listed on a U.S. stock exchange, the
expected impact of the proposed Business Combination, including
investor interest in Kyivstar and Ukraine, the intended outcome of
the consent solicitation process and the future structure of the
Group. These statements are based on management’s current
expectations. These statements are neither promises nor guarantees,
but involve known and unknown risks, uncertainties and other
important factors that may cause VEON’s or the Special Purpose
Acquisition Company’s actual results, performance or achievements
to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements
in this press release, including, but not limited to, the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Business Combination (including
before any definitive agreement in connection with the Business
Combination is entered into); the outcome of any legal proceedings
that may be instituted against VEON Ltd., any of its subsidiaries
or others following the announcement of the Business Combination;
the inability to complete the Business Combination due to the
failure to obtain the necessary board and shareholder approvals or
to satisfy other conditions to closing; changes to the proposed
structure of the Business Combination or the contemplated
reorganization that may be required or appropriate as a result of
applicable laws or regulations; the ability to meet stock exchange
listing standards following the entry into a definitive agreement
for the Business Combination or a consummation of the Business
Combination; the risk that the Business Combination disrupts
current plans and operations of VEON Ltd. as a result of the
announcement and consummation of the Business Combination; the
ability to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things,
competition, the ability of the combined company to grow, retain
its management and key employees; costs related to the Business
Combination; changes in applicable laws or regulations; and other
risks and uncertainties expected to be set forth in subsequent
filings in the event of the entry into a definitive agreement for
the Business Combination, including a proxy statement and or
prospectus relating to the Business Combination expected to be
filed by the Special Purpose Acquisition Company and/or a
newly-formed holding company of Kyivstar in the event of the entry
into a definitive agreement for the Business Combination.
Forward-looking statements are inherently subject to risks and
uncertainties, many of which VEON cannot predict with accuracy and
some of which VEON might not even anticipate. The forward-looking
statements contained in this release speak only as of the date of
this release. VEON does not undertake to publicly update, except as
required by U.S. federal securities laws, any forward-looking
statement to reflect events or circumstances after such dates or to
reflect the occurrence of unanticipated events.
No assurances can be made that the parties will
successfully negotiate and enter into a definitive agreement in
respect of the Business Combination, or that the Business
Combination will be consummated on the terms or timeframe currently
contemplated, or at all. The Business Combination is subject to the
execution of a definitive agreement, board approval of each of VEON
and Cohen Circle, approval of Cohen Circle’s shareholders,
regulatory approvals, and other customary conditions to
closing.
Contact Information
VEON Hande Asik Group Director of
Communication & Strategy pr@veon.com
Faisal Ghori Group Director of Investor
Relationsir@veon.com
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