Form SC 14D9/A - Solicitation, recommendation statements: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

MILLICOM INTERNATIONAL CELLULAR S.A.

(Name of Subject Company)

MILLICOM INTERNATIONAL CELLULAR S.A.

(Name of Person Filing Statement)

Common Shares, par value $1.50 per share

(Title of Class of Securities)

L6388F110

(CUSIP Number of Class of Securities)

Mauricio Ramos

Chair of the Board

Millicom International Cellular S.A.

2, Rue du Fort Bourbon,

L-1249 Luxembourg

Grand Duchy of Luxembourg

Phone: +352 691 750960 / +1 908 463 8588

(Name, address, and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)

With copies to:

William H. Aaronson

Michael Senders

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(212) 450-4000

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

INTRODUCTION

This Amendment No. 2 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement filed under cover of Schedule 14D-9, as amended by Amendment No. 1 thereto (together with the exhibits attached hereto and thereto, and as amended from time to time, the “Schedule 14D-9”), by Millicom International Cellular S.A., a public limited liability company (société anonyme) organized and established under the laws of the Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 2, Rue du Fort Bourbon, L-1249 Luxembourg, Luxembourg, with corporate registration number B40630 with the Luxembourg Trade and Companies Registry (R.C.S. Luxembourg) (the “Company”), with the Securities and Exchange Commission (the “SEC”) on July 15, 2024.

Except as otherwise set forth in this Amendment, capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 14D-9.

On July 1, 2024, pursuant to a Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO filed with the SEC (together with any amendments or supplements thereto, including the amendments thereto filed by the Filing Parties with the SEC on July 18, 2024 and August 5, 2024, the “Schedule TO”), Purchaser offered to purchase, through separate but concurrent offers in Sweden (the “Swedish Offer”) and the United States (the “US Offer” and, together with the Swedish Offer, the “Offers”), all of the issued and outstanding common shares (CUSIP L6388F110), par value $1.50 per share (each, a “Common Share” and, collectively, the “Common Shares”), including Swedish Depositary Receipts (ISIN: SE0001174970) representing Common Shares (each of which represents one Common Share) (each, an “SDR” and, collectively, the “SDRs” and, together with the Common Shares, the “Shares”), of the Company that are not already owned by the Purchaser Group and its affiliates, for $24.00 per Common Share and $24.00 per SDR (each such amount, as adjusted for certain dividends pursuant to the terms set forth in the Offers, and with respect to the Swedish Offer, as converted into SEK based on a USD/SEK exchange rate as close to the settlement date of the Swedish Offer as Purchaser is able to achieve, the “Original Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase and the Transmittal Documents.

On August 2, 2024, Purchaser revised the Offers to increase the Original Offer Price to $25.75 per Common Share and $25.75 per SDR (each such amount, without interest and less any withholding taxes that may be applicable, and as adjusted for certain dividends pursuant to the terms set forth in the Offers, and with respect to the Swedish Offer, as converted into SEK based on a USD/SEK exchange rate as close to the settlement date of the Swedish Offer as Purchaser is able to achieve, the “Revised Offer Price”).

The Schedule 14D-9 (including this Amendment) relates to the Offers, as revised by Purchaser on August 2, 2024.

For all purposes of the Schedule 14D-9, references to the “Swedish Offer,” the “US Offer” and the “Offers” are to the Offers at the Revised Offer Price, as applicable.

References in this Amendment to the Company’s “shareholders” include both holders of Common Shares and holders of SDRs unless otherwise specified.

Except as otherwise set forth in this Amendment, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment.

AS FURTHER DISCUSSED IN ITEM 4 (“THE SOLICITATION OR RECOMMENDATION—REASONS FOR THE RECOMMENDATION”) BELOW, THE INDEPENDENT COMMITTEE OF THE COMPANY’S BOARD OF DIRECTORS CONTINUES TO BELIEVE THE OFFERS SIGNIFICANTLY UNDERVALUE THE SHARES AND REITERATES ITS UNANIMOUS RECOMMENDATION THAT THE COMPANY’S SHAREHOLDERS REJECT THE OFFERS AND NOT TENDER THEIR SHARES PURSUANT TO THE OFFERS, EVEN AT THE REVISED OFFER PRICE.

ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

The first sentence of the section of the Schedule 14D-9 entitled “Item 3. Past Contacts, Transactions, Negotiations and Agreements” is hereby amended, restated and supplemented in its entirety as follows:

According to the Schedule TO, as of August 2, 2024, the Purchaser Group owned 49,966,734 Shares (composed entirely of SDRs), which represent approximately 29.17% of the share capital and the total number of votes in the Company.

ITEM 4. THE SOLICITATION OR RECOMMENDATION

The following paragraphs are hereby added to the section of the Schedule 14D-9 entitled “Item 4. The Solicitation of Recommendation—Background of the Offers” in chronological order:

On August 8, 2024, the Independent Committee held a meeting at which Nordea rendered a second oral opinion, subsequently confirmed in writing, to the effect that, as of August 8, 2024, and based upon and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken set forth in its written second opinion, the revised offer price of $25.75 per Common Share and per SDR was not fair, from a financial point of view, for the holders of Shares (other than the Purchaser and its affiliates) (the “Updated Opinion”). The full text of the written Updated Opinion of Nordea, dated August 8, 2024, which sets forth the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken in connection with such Updated Opinion, is filed with this Amendment as Exhibit (a)(5)(N) to the Schedule 14D-9 and is also attached to the statement of the Independent Committee made under the Swedish Takeover Rules (the “Second Swedish Recommendation Statement”) filed with this Amendment as Exhibit (a)(2)(B) to the Schedule 14D-9. For further details on Nordea’s second opinion, please see “Item 4. The Solicitation or Recommendation — Reasons for the Recommendation”.

Following Nordea’s delivery of its second oral opinion, at a meeting of the Independent Committee held on August 8, 2024, the Independent Committee further discussed and considered the terms of the Offers (at the Revised Offer Price). On August 9, 2024, after further careful discussion and consideration, the Independent Committee unanimously approved announcing its recommendation that the Offers (at the Revised Offer Price) continue to significantly undervalue the Company and are not in the best interests of the Company and its shareholders.

Later on August 9, 2024, the Company issued the Second Swedish Recommendation Statement by way of a press release and filed this Amendment with the SEC, in each case, reiterating the Independent Committee’s recommendation that the Company’s shareholders reject the Offers (at the Revised Offer Price) and not tender their Shares pursuant to the Offers (at the Revised Offer Price).

The following paragraphs are hereby added to the end of the section of the Schedule 14D-9 entitled “Item 4. The Solicitation of Recommendation—Reasons for the Recommendation”:

The Independent Committee has evaluated the Offers at the Revised Offer Price.

IN SUMMARY, FOR THE REASONS SET FORTH BELOW, THE INDEPENDENT COMMITTEE REITERATES ITS UNANIMOUS RECOMMENDATION THAT THE SHAREHOLDERS REJECT THE OFFERS AND NOT TENDER THEIR SHARES PURSUANT TO THE OFFERS, EVEN AT THE REVISED OFFER PRICE.

In evaluating the Offers at the Revised Offer Price, the Independent Committee conducted an overall assessment and reviewed, considered and evaluated a significant amount of information and factors, including potential benefits, detriments and implications of the Offers, including at the Revised Offer Price, to the Company and its shareholders, consistent with the overall assessment described in connection with the Independent Committee’s recommendation announced on July 15, 2024 with respect to the Offers at the Original Offer Price (the “First Recommendation”).

For, inter alia, all of the reasons set forth in the First Recommendation (which continue to support the Independent Committee’s recommendation with respect to the Offers at the Revised Offer Price in this Amendment), the Independent Committee continues to believe that the Offers, even at the Revised Offer Price, significantly undervalue the Company.

The Independent Committee’s review of the Revised Offer Price also took into account the Company’s strong financial results for the second quarter of 2024, as publicly announced on August 2, 2024. Among other highlights, the Company’s Revenue, EBITDA and Operating cash flow in the second quarter of 2024 grew 4.7%, 23.1% and 50.2%, respectively, year-over-year. Equity free cash flow⁽¹⁾ for the quarter was $268 million and Leverage⁽¹⁾ as of the end of the quarter decreased to 2.77x from 3.10x as of March 31, 2024. Accordingly, the results reiterated the Company’s significantly increased Equity free cash flow⁽¹⁾ generation and supported previously announced expectations that the Company’s Equity free cash flow⁽¹⁾ for full year 2024 is expected to be above $600 million (excluding proceeds for the previously-announced tower sale in Colombia) and that the Company’s Leverage⁽¹⁾ is expected to near 2.5x at year-end 2024.

⁽¹⁾Equity free cash flow and Leverage are non-IFRS measures. Please see “Item 8. Additional Information — Use of Non-IFRS Terms” for more information on these measures.

With respect to certain trading multiples and control premia calculations set forth in the First Recommendation:

the Revised Offer Price continues to be well below trading multiples for comparable listed companies:

while the latest average enterprise value to 2024 concensus operating cash flow multiple of the Company’s Trading Peers is 7.8x, the Revised Offer Price represents, as of August 1, 2024, a 40.4% discount to the price per Share implied by applying the same multiple to the Company;⁽²⁾ and

while the latest average 2024 concensus Equity free cash flow yield of the Company’s Trading Peers is 9.3%, the Revised Offer Price represents, as of August 1, 2024, a 33.3% discount to the price per Share implied by applying the same yield to the Company;⁽²⁾ and

the latest average control premia to undisturbed prices observed in all-cash technology, media, and telecommunications transactions involving targets that are considered to be large publicly listed companies in the United States and Europe over the past 15 years range between 17.4% and 46.4% (as described in the First Recommendation), while the Revised Offer Price represents a limited premium of 9.2% compared to the closing price on Nasdaq US of $23.58 (or 9.8% to the closing price on Nasdaq Stockholm of SEK 251.6 per SDR, converted at a USD/SEK exchange rate of 10.73) on May 22, 2024, the last full trading day prior to Purchaser issuing a press release announcing that it was exploring a potential all cash tender offer for the Shares.

(2) Comparable multiples and yields are calculated on a proportionate basis, i.e., accounting for Operating cash flow and Equity free cash flow as per the Company’s definitions at each subsidiary level and adding it pro rata to the Company’s ownership in each subsidiary. Please see “Item 8. Additional Information — Use of Non-IFRS Terms”.

The Independent Committee also considered the Updated Opinion from Nordea stating that, as of August 8, 2024, and based upon and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken set forth in the Updated Opinion, the revised offer price of $25.75 per Common Share and per SDR was not fair, from a financial point of view, for the Shareholders (other than Purchaser and its affiliates). The full text of the written Updated Opinion of Nordea, dated August 8, 2024, which sets forth the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken in connection with such second opinion, is filed with this Amendment as Exhibit (a)(5)(N) to the Schedule 14D-9 and is also attached to Second Swedish Recommendation Statement filed with this Amendment as Exhibit (a)(2)(B) to the Schedule 14D-9. Nordea provided its Updated Opinion solely for the information and assistance of the Independent Committee in connection with its consideration of the Offers (at the Revised Offer Price). Nordea’s Updated Opinion does not constitute a recommendation to any holder of Common Shares or SDRs in the Company as to whether or not the holders of Common Shares and SDRs should accept the Offers or any other matter. Nordea’s Updated Opinion was provided under, and solely for purposes of, the Swedish Takeover Rules and was prepared following customary Swedish standards and processes, which may differ from those customarily followed in the United States or elsewhere.

IN LIGHT OF THE FOREGOING, THE INDEPENDENT COMMITTEE REITERATES ITS UNANIMOUS RECOMMENDATION THAT THE SHAREHOLDERS REJECT THE OFFERS AND NOT TENDER THEIR SHARES PURSUANT TO THE OFFERS, EVEN AT THE REVISED OFFER PRICE.

ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED

The section of the Schedule 14D-9 entitled “Item 5. Persons/Assets Retained, Employed, Compensated or Used” is hereby amended and restated in its entirety as follows:

Following the commencement of the Offers, Nordea was engaged to provide an opinion to the Independent Committee in accordance with the Swedish Takeover Rules as to whether the offer price of $24.00 per Common Share and per SDR was fair, from a financial point of view, for the holders of Common Shares and SDRs (other than the Purchaser and its affiliates). In connection with this engagement and the First Recommendation, Nordea delivered an opinion to the Independent Committee, which is filed as Exhibit (a)(5)(C) to the Schedule 14D-9, is attached to the Swedish Recommendation Statement filed as Exhibit (a)(2)(A) to the Schedule 14D-9 and is incorporated herein by reference. In exchange for providing such opinion, Nordea was entitled a fixed fee of $1,750,000, which became payable upon delivery of the opinion and is payable whether or not the Offers are consummated and is not contingent upon the Offer Price (or the Revised Offer Price) or the level of acceptance of the Offers by the Company’s shareholders.

Following Purchaser’s announcement of the Revised Offer Price, Nordea was again engaged to provide a second opinion to the Independent Committee in accordance with the Swedish Takeover Rules as to whether the revised offer price of $25.75 per Common Share and per SDR was fair, from a financial point of view, for the holders of Common Shares and SDRs (other than the Purchaser and its affiliates). In connection with this engagement and the recommendation of the Independent Committee set forth in this Amendment, Nordea delivered its second opinion to the Independent Committee, which is filed as Exhibit (a)(5)(N) to the Schedule 14D-9, is attached to the Second Swedish Recommendation Statement filed as Exhibit (a)(2)(B) to the Schedule 14D-9 and is incorporated herein by reference. In exchange for providing such second opinion, Nordea will receive a fixed fee of $875,000, which became payable upon delivery of such second opinion and is payable whether or not the Offers are consummated and is not contingent upon the Offer Price (or the Revised Offer Price) or the level of acceptance of the Offers by the Company’s shareholders.

Nordea is also entitled to be reimbursed for certain expenses arising out of or in connection with the engagements described above and is entitled indemnified against certain liabilities relating to or arising out of the engagements.

Goldman Sachs and Morgan Stanley are acting as financial advisors to the Company. Each of Goldman Sachs and Morgan Stanley was engaged to, among other things, provide analysis and considerations of the Company’s response to the Offers. Goldman Sachs and Morgan Stanley were selected based on their respective qualifications, expertise, reputation and relevant experience. In exchange for providing advisory services to the Company, Goldman Sachs and Morgan Stanley will each be entitled to receive advisory fees in an amount between $5,500,000 and $27,500,000, with the amount of such advisory fees that is ultimately paid to each of Goldman Sachs and Morgan Stanley dependent upon the number of Shares acquired by Purchaser in the Offers, the price per Share paid by Purchaser in the Offers and certain other factors. The Company will reimburse each of Goldman Sachs and Morgan Stanley for certain of their expenses in connection with their engagements and will also indemnify each of Goldman Sachs and Morgan Stanley against certain liabilities relating to or arising out of their engagements.

The Company has also agreed to engage CMi2i Ltd. (“CMi2i”) to assist it in connection with analyzing the Company’s shareholder base and changes thereto during the pendency of the Offers, as well as providing reports to the Company on such matters. The Company has agreed to pay CMi2i approximately €10,000 per week for such services.

Except as set forth above, neither the Company nor any person acting on its behalf has or currently intends to employ, retain or compensate any person to make solicitations or recommendations in connection with the Offers.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY

The word “table” in the section of the Schedule 14D-9 entitled “Item 6. Interest in Securities of the Subject Company” is hereby amended, restated and supplemented to “tables” and the following table is hereby added to the end of such section:

Name of Person Effecting Transaction	Date of Transaction	Nature of Transaction	Number of Shares	Price per Share
Millicom International Cellular S.A.	7/29/2024	Remuneration of Justine Dimovic	5,658	$18.56
Millicom International Cellular S.A.	7/29/2024	Remuneration of Bruce Churchill	5,658	$18.56
Millicom International Cellular S.A.	7/29/2024	Remuneration of Blanca Trevino	5,658	$18.56
Millicom International Cellular S.A.	7/29/2024	Remuneration of Tomas Eliasson	5,658	$18.56
Millicom International Cellular S.A.	7/29/2024	Remuneration of Aude Durand	5,658	$18.56
Millicom International Cellular S.A.	7/29/2024	Remuneration of Thomas Reynaud	5,658	$18.56
Millicom International Cellular S.A.	7/29/2024	Remuneration of María Teresa Arnal	5,658	$18.56

ITEM 9. EXHIBITS

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits:

Exhibit No.		Description
(a)(2)(B)*		Swedish Recommendation Statement, dated August 9, 2024, including opinion of Nordea, dated August 8, 2024.
(a)(5)(N)*		Opinion of Nordea, dated August 8, 2024.
(e)(2)		Press Release of the Company, dated July 30, 2024 (incorporated by reference to the Company’s Current Report on Form 6-K, filed July 31, 2024).

* Filed herewith.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 14D-9 is true, complete and correct.


	MILLICOM INTERNATIONAL CELLULAR S.A.


	By:		/s/ Salvador Escalón
			Name: Salvador Escalón Title: Executive Vice President, Chief Legal and Compliance Officer

Date: August 9, 2024

Exhibit (a)(2)(B)

The independent committee of the Board of Directors of Millicom (Tigo) continues to believe the public cash offers made by Atlas Luxco S.à r.l. significantly undervalue Millicom’s shares and SDRs and reiterates recommendation not to tender

The independent committee of the Board of Directors of Millicom (Tigo) continues to believe the public cash offers made by Atlas Luxco S.a r.l. significantly undervalue Millicom's shares and SDRs and reiterates recommendation not to tender

(issued pursuant to the Swedish Takeover Rules)

On August 2, 2024, Atlas Luxco S.à r.l. announced it has increased the offer price of its public cash offers from USD $24.00 to USD $25.75 per common share and SDR. The independent committee is of the unanimous opinion that the revised offers continue to significantly undervalue Millicom and recommends that shareholders and SDR holders not accept the offers. In evaluating the Offers at the Revised Offer Price, the independent committee conducted an overall assessment as discussed in detail in section 2 below and also considered an updated opinion from Nordea that is described in section 1 below.

Background

Luxembourg, August 9, 2024 – This statement is made by the independent committee¹ (the “Independent Committee”) of the board of directors of Millicom International Cellular S.A. (“Millicom”) pursuant to section II.19 of the Takeover Rules for Nasdaq Stockholm and Nordic Growth Market NGM (the “Takeover Rules”).

On July 1, 2024, Atlas Luxco S.à r.l. (“Atlas”), a subsidiary of Atlas Investissement S.A.S., announced separate but concurrent public offers in Sweden (the “Swedish Offer”) and the United States (the “US Offer”, and together with the Swedish Offer, the “Offers”) to the shareholders of Millicom to tender all of their outstanding common shares in Millicom (the “Common Shares”), including Swedish Depositary Receipts representing Common Shares (with each Swedish Depositary Receipt representing one Common Share) (the “SDRs,” and together with the Common Shares, the “Shares”) to Atlas, for USD 24.00 per Common Share and USD 24.00 per SDR (the “Original Offer Price”). Holders of Common Shares and SDRs are collectively referred to below as “Shareholders”.

On July 15, 2024, the Independent Committee issued a statement in which it unanimously recommended that Shareholders not accept the Offers at the Original Offer Price (the “First Recommendation”). In the First Recommendation, the Independent Committee detailed a number of factors that should be considered by Shareholders when assessing the Offers. Additionally, in support of its recommendation and to provide Shareholders with further information in view of their decision on whether to accept the Offers, in the First Recommendation, the Independent Committee provided an update on Millicom’s long-range plan.

_______________

¹Due to a conflict of interest based on their relationship with Atlas (as defined below), Aude Durand, Maxime Lombardini and Thomas Reynaud have not participated in the Millicom Board’s handling of matters related to the Offers. All such matters have been delegated to and handled by the Independent Committee, which is comprised of the unconflicted members of the Millicom Board, namely Mauricio Ramos (the Chair of the Board), Maria Teresa Arnal, Bruce Churchill, Justine Dimovic, Tomas Eliasson and Blanca Treviño de Vega. Given these circumstances, Section III of the Takeover Rules is applicable to the Swedish Offer.

On August 2, 2024, Atlas revised the Offers to increase the Original Offer Price to $25.75 per Common Share and $25.75 per SDR (with respect to the Swedish Offer, as converted into SEK based on a USD/SEK exchange rate as close to the settlement date of the Swedish Offer as Atlas is able to achieve, the “Revised Offer Price”). Shareholders who have already tendered Shares at the Original Offer Price will automatically benefit from the Revised Offer Price without taking any further action.

All references to the “Offers” below refer to the Offers at the Revised Offer Price and as otherwise amended and supplemented by Atlas since it initially made the Offers on July 1, 2024, including as amended by amendments to the Offer to Purchase (as defined below).

The Offers, at the Revised Offer Price, value the total number of outstanding Shares in Millicom at approximately USD 4.4 billion (currently corresponding to SEK 47.4 billion, converted at USD/SEK exchange rate of 10.70).

The Revised Offer Price (which was announced prior to Millicom’s announcement of its financial results for the second quarter of 2024, as discussed in Section 2 below) represents:

A premium of 5.8 per cent compared to the closing SDR price on Nasdaq Stockholm of SEK 258.0 on June 28, 2024, the last full trading day prior to the announcement of the Offers (converted at a USD/SEK exchange rate of 10.60);

A premium of 9.8 per cent compared to the closing SDR price on Nasdaq Stockholm of SEK 251.6 on May 22, 2024, the last full trading day prior to Atlas issuing a press release announcing that it was exploring a potential all cash tender offer for the Shares (converted at a USD/SEK exchange rate of 10.73);

A premium of 17.6 per cent compared to the volume-weighted average SDR price on Nasdaq Stockholm of 237.2 for the 30-day trading period ending on May 22, 2024, the last full trading day prior to Atlas issuing a press release announcing that it was exploring a potential all cash tender offer for the Shares (converted at USD/SEK exchange rate of 10.83);

A premium of 7.1 per cent compared to the volume-weighted average SDR price on Nasdaq Stockholm of SEK 252.7, for the 30-day trading period ending on June 28, 2024, the last full trading day prior to the announcement of the Offers (converted at a USD/SEK exchange rate of 10.51);

A premium of 4.9 per cent compared to the closing share price on Nasdaq US of USD 24.55 on June 28, 2024, the last full trading day prior to the announcement of the Offers;

A premium of 9.2 per cent compared to the closing share price on Nasdaq US of USD 23.58 on May 22, 2024, the last full trading day prior to Atlas issuing a press release announcing that it was exploring a potential all cash tender offer for the Shares;

A premium of 17.2 per cent compared to the volume-weighted average share price on Nasdaq US of USD 21.97 for the 30-day trading period ending on May 22, 2024, the last full trading day prior to Atlas issuing a press release announcing that it was exploring a potential all cash tender offer for the Shares; and

A premium of 7.0 per cent compared to the volume-weighted average share price on Nasdaq US of USD 24.07, for the 30-day trading period ending on June 28, 2024, the last full trading day prior to the announcement of the Offers.

According to the offer document for the Offers, as initially made public by Atlas on July 1, 2024 and as later supplemented on July 23, 2024, August 2, 2024 and August 8, 2024 (the “Offer to Purchase”), the initial acceptance period for the Offers commenced on July 1, 2024, and ends on August 16, 2024 (such period, including any extension, the “Offer Period”).

The estimated date of settlement continues to be on or around August 29, 2024. Atlas has reserved the right to extend the Offer Period and to postpone the settlement date.

The completion of the Offers continues to be subject to the following conditions:

1. the Offers being accepted to such extent that Atlas becomes the owner of Shares representing ninety-five (95) per cent or more of the Shares, excluding Shares held in treasury by Millicom;

2. no other party announcing an offer to acquire Shares on terms that are more favorable to the Shareholders than the Offers;

3. with respect to the Offers and completion of the acquisition of Millicom, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, being obtained, in each case on terms which, in Atlas’s opinion, are acceptable;

4. neither the Offers nor the acquisition of Millicom being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance;

5. no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on Millicom’s financial position or operations, including Millicom’s sales, results, liquidity, equity ratio, equity or assets;

6. no information made public by Millicom, or otherwise made available to Atlas by Millicom, being inaccurate, incomplete or misleading, and Millicom having made public all information which should have been made public; and

7. Millicom not taking any action that is likely to impair the prerequisites for making or completing the Offers.

Atlas has reserved the right to withdraw the Offers in the event that it is clear that any of the above conditions are not satisfied or cannot be satisfied. However, with regard to conditions 2 – 7 above, the Offers may only be withdrawn where the non-satisfaction of such condition is of material importance to Atlas’s acquisition of Millicom or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden). Atlas has undertaken to act reasonably and in good faith in making any such materiality determination, and has stated that specifically with respect to condition 2, Atlas’s determination of favorableness will be based exclusively on the financial terms, likelihood of success of the alternative offer (including with respect to the satisfaction of any related conditions precedent) and whether the board of directors of Millicom has unanimously recommended in favor of the alternative offer.

Atlas has reserved the right to waive, in whole or in part, one, several or all of the conditions to the completion of the Offers set forth above, including, with respect to condition 1 above, to complete the Offers at a lower level of acceptance.

As of August 2, 2024, Atlas, through affiliates, continues to be the largest shareholder of Millicom, and controls approx. 29.17 per cent of the share capital and the total number of votes in Millicom.

For information made available by Millicom or Atlas relating to the Offers, please refer to https://www.millicom.com/investors/public-offer. For information made available by Atlas relating to the Offers, reference is also made to www.atlas-investissement.com/en/offers.

Following Atlas announcing the Revised Offer Price, Nordea Bank Abp, filial i Sverige, Corporate Finance (“Nordea”) was engaged to provide a fairness opinion to the Independent Committee in accordance with the Takeover Rules. Nordea provided an opinion to the Independent Committee dated August 8, 2024 stating that, as of August 8, 2024, and based upon and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken set forth in such opinion, the Revised Offer Price was not fair, from a financial point of view, to the Shareholders (other than Atlas and its affiliates) (the “Updated Opinion”). The Updated Opinion is attached to this statement. Nordea provided the Updated Opinion solely for the information and assistance of the Independent Committee in connection with its consideration of the Offers. Nordea’s Updated Opinion does not constitute a recommendation to any Shareholder as to whether or not the Shareholders should accept the Offers or any other matter. In exchange for providing the Updated Opinion, Nordea will receive a fixed fee which became payable upon delivery of the Updated Opinion and is payable whether or not the Offers are completed and is not contingent upon the Revised Offer Price or the level of acceptance of the Offers by the Shareholders. Nordea is considered to be independent as defined in the Takeover Rules.

Goldman Sachs International and Morgan Stanley & Co. International plc are acting as financial advisors to Millicom.

Davis Polk & Wardwell LLP, Nord Advokater and Advokatfirman Lindahl and Hogan Lovells (Luxembourg) LLP are acting as legal advisors to the Independent Committee and Millicom in relation to the Offers.

The Independent Committee’s statement on the Offers

The Independent Committee has evaluated the Offers at the Revised Offer Price in accordance with the provisions of the Takeover Rules.

IN SUMMARY, FOR THE REASONS SET FORTH BELOW, THE INDEPENDENT COMMITTEE CONTINUES TO UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS NOT ACCEPT THE OFFERS AND NOT TENDER THEIR SHARES PURSUANT TO THE OFFERS, EVEN AT THE REVISED OFFER PRICE.

In evaluating the Offers at the Revised Offer Price, the Independent Committee conducted an overall assessment and reviewed, considered and evaluated a significant amount of information and factors, including potential benefits, detriments and implications of the Offers, including at the Revised Offer Price, to Millicom and the Shareholders, consistent with the overall assessment described in the First Recommendation.

For, inter alia, all of the reasons set forth in the First Recommendation (which continue to support the Independent Committee’s recommendation with respect to the Offers at the Revised Offer Price in this statement), the Independent Committee continues to believe that the Offers, even at the Revised Offer Price, significantly undervalue Millicom.

The Independent Committee’s review of the Revised Offer Price also took into account Millicom’s strong financial results for the second quarter of 2024, as publicly announced on August 2, 2024. Among other highlights, Millicom’s Revenue, EBITDA and Operating cash flow in the second quarter of 2024 grew 4.7%, 23.1% and 50.2%, respectively, year-over-year. Equity free cash flow² for the quarter was $268 million and Leverage³ as of the end of the quarter decreased to 2.77x as of June 30, 2024 from 3.10x as of March 31, 2024. Accordingly, the results reiterated Millicom’s significantly increased Equity free cash flow² generation and supported previously announced expectations that Millicom’s Equity free cash flow² for full year 2024 is expected to be above $600 million (excluding proceeds for the previously-announced tower sale in Colombia) and that Millicom’s Leverage³is expected to near 2.5x at year-end 2024.

In addition to the updated premia calculations set forth in Section 1 above based on the Revised Offer Price, with respect to certain trading multiples and control premia calculations set forth in the First Recommendation:

the Revised Offer Price continues to be well below trading multiples for comparable listed companies:

while the latest average enterprise value to 2024 concensus operating cash flow multiple of Millicom’s Trading Peers⁴ is 7.8x, the Revised Offer Price represents, as of August 1, 2024, a 40.4% discount to the price per Share implied by applying the same multiple to Millicom;⁵and

while the latest average 2024 concensus Equity free cash flow yield of Millicom’s Trading Peers is 9.3%, the Revised Offer Price represents, as of August 1, 2024, a 33.3% discount to the price per Share implied by applying the same yield to Millicom;⁵and

the latest average control premia to undisturbed prices observed in all-cash technology, media, and telecommunications transactions involving targets that are considered to be large publicly listed companies in the United States and Europe over the past 15 years range between 17.4% and 46.4% (as described in the First Recommendation), while the Revised Offer Price represents a limited premium of 9.2 per cent compared to the closing price on Nasdaq US of $23.58 (or 9.8% to the closing price on Nasdaq Stockholm of SEK 251.6 per SDR, converted at a USD/SEK exchange rate of 10.73) on May 22, 2024, the last full trading day prior to Atlas issuing a press release announcing that it was exploring a potential all cash tender offer for the Shares.

_______________

²Equity free cash flow is a non-IFRS measure. Equity free cash flow is defined as Operating free cash flow (as defined below), less finance charges paid (net), lease interest payments, lease principal repayments, and advances for dividends to non-controlling interests, plus cash repatriation from joint ventures and associates. Operating free cash flow is defined as EBITDA, less cash capex, less spectrum paid, working capital and other non-cash items, and taxes paid. EBITDA is defined as operating profit excluding impairment losses, depreciation and amortization, and gains/losses on fixed asset disposals. Cash Capex is defined as the cash spent in relation to capital expenditure, excluding spectrum and licenses costs.

³Leverage is defined as the ratio of Net debt over LTM (last twelve month) EBITDAaL, pro forma for acquisitions made during the last twelve months. Calculations of Leverage in this statement assume that no capital allocation activities or transactions, including distributions of dividends, share repurchases, strategic transactions or similar activities or transactions, have been undertaken by Millicom in the relevant period(s). Net debt is defined as Debt and financial liabilities, including derivative instruments (assets and liabilities), less cash and pledged and time deposits. EBITDA after Leases (EBITDAaL) is defined as EBITDA after lease interest expense and depreciation charge.

⁴“Trading Peers” include: Liberty Latin America Ltd. (LILA), America Movil S.A.B. de C.V. (AMX), Telefonica Brasil S.A. (VIVT3), and TIM Brasil Serviços e Participações S.A. (TIMS3).

⁵Comparable multiples and yields are calculated on a proportionate basis, i.e., accounting for Operating cash flow and Equity free cash flow as per Millicom’s definitions at each subsidiary level and adding it pro rata to Millicom’s ownership in each subsidiary. Operating cash flow is defined as EBITDA less Capex. Capex is defined as balance sheet capital expenditure excluding spectrum and license costs and lease capitalizations.

IN LIGHT OF THE FOREGOING, THE INDEPENDENT COMMITTEE CONTINUES TO UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS NOT ACCEPT THE OFFERS AND NOT TENDER THEIR SHARES PURSUANT TO THE OFFERS, EVEN AT THE REVISED OFFER PRICE.

Impact on Millicom and its employees

The Independent Committee’s view regarding the impact the Offers will have on employees and employment, as set forth in the First Recommendation, has not changed as a result of the Revised Offer Price.

Regulatory Statement; governing law

Certain information contained in this release was prior to this release inside information and is information that Millicom is obliged to make public pursuant to the EU Market Abuse Regulation. This information was submitted for publication, through the agency of the contact person set out below, at 2:00 pm CET on August 9, 2024.

This statement shall be governed by and construed in accordance with substantive Swedish law. Any dispute arising out of or in connection with this statement shall be settled exclusively by Swedish courts, and the District Court of Stockholm shall be the court of first instance.

US Schedule 14D-9 statement amendment

Following the issuance of this statement as a press release, Millicom will file a Schedule 14D-9/A with the US Securities and Exchange Commission, in which the Independent Committee continues to unanimously recommend that Shareholders not accept the Offers and not tender their Shares pursuant to the Offers, even at the Revised Offer Price.

Use of Non-IFRS Terms

This statement contains financial measures that are not prepared in accordance with IFRS. These measures are referred to as “non-IFRS” measures, and they are not uniformly or legally defined financial measures. Non-IFRS measures are not substitutes for IFRS measures in assessing Millicom’s overall operating performance. Because non-IFRS measures are not determined in accordance with IFRS, and are susceptible to varying calculations, non-IFRS measures may not be comparable to other similarly titled measures presented by other companies.

Millicom does not reconcile its forward-looking non-IFRS financial measures to the nearest equivalent IFRS measures because such reconciliations are not available without unreasonable efforts, including due to the difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible.

Non-IFRS measures are included in this statement because they are used by Millicom’s management, and Millicom believes they provide investors with additional background for the analysis of certain information set forth in this statement. Millicom’s management uses non-IFRS measures to make operating decisions, as they facilitate additional internal comparisons of Millicom’s performance to historical results, and provides them to investors for additional insight into Millicom’s operating performance.

Non-IFRS measures have limitations as analytical tools. The non-IFRS measures used by Millicom may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. In addition, non-IFRS measures should not be considered in isolation as a substitute for, or as superior to, financial measures calculated in accordance with IFRS. Millicom’s financial results calculated in accordance with IFRS and reconciliations to those financial statements should be carefully evaluated.

-END-

For further information, please contact:

Press:	Investors:
Sofía Corral, Communications Director press@millicom.com	Michel Morin, VP Investor Relations investors@millicom.com

About Millicom

Millicom (NASDAQ U.S.: TIGO, Nasdaq Stockholm: TIGO_SDB) is a leading provider of fixed and mobile telecommunications services in Latin America. Through our TIGO® and Tigo Business® brands, we provide a wide range of digital services and products, including TIGO Money for mobile financial services, TIGO Sports for local entertainment, TIGO ONEtv for pay TV, high-speed data, voice, and business-to-business solutions such as cloud and security. As of June 30, 2024, Millicom, including its Honduras Joint Venture, employed approximately 15,000 people and provided mobile and fiber-cable services through its digital highways to more than 45 million customers, with a fiber-cable footprint of about 14 million homes passed. Founded in 1990, Millicom International Cellular S.A. is headquartered in Luxembourg.

Independent Committee of the Board of Directors
Millicom International Cellular S.A.
2, Rue du Fort Bourbon

L-1249 Luxembourg

Grand Duchy of Luxembourg

Stockholm, 8 August 2024

The Independent Committee (the “Independent Committee”) of the Board of Directors of Millicom International Cellular S.A. (“Millicom”) is evaluating the separate but concurrent public offers in Sweden (the “Swedish Offer”) and the United States (the “US Offer” and, together with the Swedish Offer, the “Offers”) made by Atlas Luxco S.à r.l. (the “Bidder”) to purchase all the outstanding common shares with a par value of USD 1.50 per share (“Common Shares”) and Swedish Depository Receipts representing Common Shares (“SDRs”) of Millicom that are not already owned by the Bidder or its affiliates. On 2 August 2024, the Bidder announced increases in the price of the Offers to USD 25.75 in cash per Common Share and per SDR (the “Revised Offer Price”). The full terms and conditions of the Offers are set out in the offer to purchase (the “Offer to Purchase”) (and, for the US Offer, the accompanying letter of transmittal (together with the Offer to Purchase, the “Offer Documents”)) dated 1 July 2024 (as amended and supplemented) and filed by the Bidder and certain of its affiliates with the Securities and Exchange Commission. According to the terms of the Offers, the Revised Offer Price per SDR in SEK that will be paid to the holders of SDRs will be set based on the USD/SEK exchange rate as close to the settlement date as the Bidder is able to achieve.

Nordea Bank Abp, filial i Sverige, Corporate Finance (“Nordea”) has been requested by the Independent Committee to provide an opinion in accordance with the Swedish Takeover Rules for Nasdaq Stockholm and Nordic Growth Market NGM (the “Swedish Takeover Rules”) as to whether the Revised Offer Price is fair, from a financial point of view, for the holders of Common Shares and SDRs (other than the Bidder and its affiliates).

As a basis for this opinion, Nordea has considered:

certain historical business and financial information relating to Millicom, including annual reports and interim reports;

II.

certain financial projections for Millicom prepared by the management of Millicom and approved for our use by the Independent Committee;

III.

certain information from the management of Millicom regarding Millicom’s business, operations and prospects, including historical development, cost structure, strategy, management, financial position, investments and future financial prospects;

IV.

certain financial projections for Millicom contained in certain securities analysts’ research reports;

certain public information regarding Millicom that Nordea considered to be relevant, including historical Common Share and SDR prices and trading volumes;

Nordea Bank Abp, filial i Sverige | Smålandsgatan 17 | SE-105 71 Stockholm | Sweden | reg.no. 516411-1683

Nordea Bank Abp, a public limited liability company, Helsinki, Finland, Business ID 2858394-9, is under supervision of the Finnish Financial Supervisory Authority (Finanssivalvonta) and the European Central Bank in cooperation with the Swedish Financial Supervisory Authority (Finansinspektionen).

VI.

certain information from external sources regarding the businesses of other companies which Nordea considered to be relevant in evaluating those of Millicom and certain other transactions which Nordea considered relevant in evaluating the Offers;

VII.

the Offer Documents, as amended and supplemented; and

VIII.

such other information as Nordea deemed necessary or appropriate as a basis for this opinion.

The information on which this opinion is based has been obtained from publicly available sources or furnished to Nordea by Millicom or its representatives for the purposes of this opinion. Nordea has relied upon the accuracy and completeness of such information without performing any independent verification. Nordea has assumed, with the Independent Committee’s consent, that Millicom is not aware of any facts or circumstances that would make such information inaccurate, inadequate or misleading in any way meaningful to Nordea’s analysis. Nordea has not conducted an independent valuation of Millicom’s assets and liabilities.

Nordea is not a legal, regulatory, tax or accounting expert and has relied on the assessment made by Millicom and its other advisers with respect to any such issues.

With respect to financial forecasts and other forward-looking information presented to Nordea by the management of Millicom, Nordea has assumed, with the Independent Committee’s consent, that they have been reasonably prepared on bases reflecting the best currently available estimates and judgements as to the future financial and other performance of Millicom without Nordea performing any independent assessment thereof.

This opinion is based on current market conditions, economic, financial and other circumstances and the information obtained by or provided to Nordea up to and including the date of this opinion. Events or circumstances occurring or becoming known after the date of this opinion may render this opinion obsolete. Nordea assumes no obligation to update or revise this opinion to reflect such events or circumstances.

Without prejudice to the generality of the foregoing, this opinion is given as of the date hereof and does not take into account the impact of any movement in the USD/SEK exchange rate following the date hereof on the value of the SEK equivalent of the Revised Offer Price to be received by holders of SDRs upon the completion of the Offers.

This opinion does not address the relative merits of the Offers as compared to any alternative business transactions available to Millicom or any other investment opportunities available to the holders of Common Shares and SDRs. Furthermore, this opinion does not constitute a recommendation to any holder of Common Shares or SDRs as to whether or not the holders of Common Shares and SDRs should accept the Offers or any other matter.

Based on and subject to the foregoing, it is Nordea’s opinion that, as of the date of this opinion, the Revised Offer Price is not fair, from a financial point of view, for the holders of Common Shares and SDRs (other than the Bidder and its affiliates).

Nordea will receive a fixed fee for its services upon delivery of this opinion as well as cost reimbursement of certain expenses, including legal fees. No part of the fee to Nordea is contingent upon or related to the size of the Revised Offer Price or whether the Offers are completed or not. Millicom has also agreed to indemnify Nordea against certain liabilities that may arise out of its engagement. Moreover, Nordea and its affiliates have provided and may in the future provide certain investment banking, commercial banking, financial advisory and other services unrelated to the Offers to Millicom, the Bidder and their respective affiliates and have received or may receive customary fees for such services, including without limitation in connection with its engagement as Joint Global Coordinator, Joint Bookrunner and underwriter in connection with Millicom’s Rights Offering in June 2022 and providing a fairness opinion in connection with the Offers in July 2024. In addition, the Nordea group may in the ordinary course of its trading, brokerage and investment management activities, on its own behalf or on behalf of other parties, trade or take positions in securities directly or indirectly affected by the Offers.

This opinion is provided solely for the benefit of the Independent Committee in connection with the Offers and in accordance with and subject to the limitations set out in the engagement letter between Millicom and Nordea, and may not be used for any other purpose, except as specifically set out in the engagement letter. This opinion may not, in whole or in part, be published, publicly referred to, summarised or disclosed to or used by any other party, nor may any public reference to Nordea be made, without Nordea’s prior written consent, except as specifically set out in the engagement letter. This opinion is not addressed to and may not be relied upon by any third party including, without limitation, creditors, shareholders and SDR holders of Millicom.

This opinion is being provided under, and solely for purposes of, the Swedish Takeover Rules and has been prepared following customary Swedish standards and processes, which may differ from those customarily followed in the United States or elsewhere. This opinion shall be governed by and construed in accordance with substantive Swedish law. Swedish courts exclusively shall settle any dispute, controversy or claim relating to this opinion.

NORDEA BANK ABP, FILIAL I SVERIGE

Corporate Finance

Exhibit (a)(5)(N)