Millicom believes takeover offer by Atlas undervalues the company

Independent committee of Millicom (Tigo) board believes anticipated takeover offer by Atlas at a price of US$24 per share would significantly undervalue Millicom in light of expected financial performance

LUXEMBOURG — A committee of independent members of the Board of Directors of Millicom International Cellular S.A. (“Millicom”) confirms that it has been in communication with one of Millicom’s shareholders, Atlas Luxco S.à r.l and its affiliates (“Atlas”), regarding the anticipated all-cash tender offer by Atlas for all outstanding shares and SDRs in Millicom which Atlas does not currently own at a price of US$24 per share (and the SEK equivalent per SDR).

Following deliberation, and after discussions with Millicom’s financial advisors, the independent committee unanimously believes and has informed Atlas that a $24 per share offer price would significantly undervalue Millicom and not be in the best interests of Millicom’s shareholders. The independent committee’s belief takes into consideration, among other things, Millicom management’s latest review of financial performance.

In light of the anticipated tender offer, and to support Millicom’s shareholders in evaluating such tender offer, based on Millicom’s preliminary review of financial performance for the second quarter of 2024 (which continues to be subject to review by Millicom’s management and auditor), the committee expects that:

• Millicom’s Equity Free Cash Flow (EFCF)[1] for full year 2024 will be above $600 million. This expectation reflects results through mid-June and takes into account potential risks that may impact performance. This expectation does not include $46 million of net proceeds Millicom already received from its previously announced Colombia tower sale.
• Millicom’s Leverage[1] will end 2024 near the intermediate term target of 2.5x.

The above expectation also excludes proceeds that may be obtained from any future tower monetization. Millicom has entered into exclusive negotiations regarding a sale and leaseback of a large portion of its tower portfolio.[2]

The independent committee will carefully review any information disclosed by Atlas in connection with its anticipated tender offer and will issue the committee’s formal recommendation to Millicom’s shareholders in accordance with the Swedish Takeover Rules and other applicable requirements in case such tender offer is made.

Advisors

The independent committee is receiving financial advice from Goldman Sachs International and Morgan Stanley & Co. International plc and legal advice from Davis Polk & Wardwell LLP and Nord Advokater and Advokatfirman Lindahl.

1. EFCF and Leverage are non-IFRS metrics. Please refer to Millicom’s 2023 Annual Report for a description of non-IFRS measures.
2. At this stage, it is not possible to say that a transaction is likely to materialize, nor to make any statement on the terms, timing or form of any potential transaction.