8-K: VEON and Cohen Circle Announce Letter of Intent to List Kyivstar on Nasdaq

VEON and Cohen Circle Acquisition Corp. I have signed a letter of intent to pursue a business combination that would result in the indirect listing of Kyivstar on the Nasdaq stock exchange.

Summary

• Cohen Circle Acquisition Corp. I and VEON Ltd. have signed a letter of intent to combine businesses, aiming to list Kyivstar, VEON's Ukrainian digital operator, on the Nasdaq.
• The deal would make Kyivstar the first purely Ukrainian company listed on a U.S. stock exchange.
• VEON is expected to retain at least an 80% majority stake in the listed entity after the business combination.
• A definitive agreement is expected by the second quarter of 2025.
• The transaction is subject to board approvals, shareholder approval from Cohen Circle, regulatory approvals, and other customary closing conditions.
• VEON will undergo a pre-transaction reorganization, including a Dutch legal demerger, expected to be completed by March 2025.
• VEON has launched a consent solicitation for its 2027 bondholders to facilitate the transaction.

Sentiment

Score: 7

Explanation: The document conveys a positive outlook regarding the potential listing of Kyivstar and the investment opportunities in Ukraine, but also acknowledges the risks and uncertainties involved in the transaction.

Positives

• The listing of Kyivstar on Nasdaq provides a unique investment opportunity in the Ukrainian market.
• The transaction is expected to increase investor interest in Kyivstar and the broader Ukrainian economy.
• Kyivstar is a leading digital operator in Ukraine with a large customer base and diverse digital services.
• The deal is expected to crystallize value for VEON's investors.
• The transaction highlights VEON's commitment to rebuilding Ukraine through investments.

Negatives

• The business combination is subject to several conditions, including the execution of a definitive agreement, board and shareholder approvals, and regulatory approvals.
• There is a risk that the transaction may not be completed or may be delayed.
• The reorganization of VEON Holdings could introduce complexities and potential risks.
• The consent solicitation for bondholders adds another layer of complexity to the process.

Risks

• The business combination may be terminated before a definitive agreement is reached.
• Legal proceedings could arise following the announcement of the business combination.
• The transaction may not be completed due to failure to obtain necessary approvals or satisfy closing conditions.
• Changes to the proposed structure of the business combination or reorganization may be required.
• The combined company may not meet stock exchange listing standards.
• The business combination could disrupt VEON's current plans and operations.
• The anticipated benefits of the business combination may not be realized due to competition or other factors.
• There are risks associated with the consent solicitation process for bondholders.

Future Outlook

The parties expect to finalize a definitive agreement by the second quarter of 2025, with the aim of listing Kyivstar on Nasdaq. The success of the transaction depends on various approvals and conditions being met.

Management Comments

• Augie K Fabela II, Chairman and Founder of VEON, stated that this milestone amplifies their 'Invest in Ukraine NOW!' campaign.
• Kaan Terzioglu, VEON Group CEO, expressed excitement about investor interest in Kyivstar's growth story and the potential of Ukraine.
• Betsy Cohen, Chairman and CEO of Cohen Circle Acquisition Corp. I, highlighted Kyivstar's strong business fundamentals and growth opportunities.

Industry Context

This announcement reflects a trend of companies seeking to access U.S. capital markets through SPAC mergers. It also highlights the growing interest in investment opportunities in Ukraine, particularly in the technology and digital sectors.

Comparison to Industry Standards

• The proposed listing of Kyivstar on Nasdaq is unique as it would be the first purely Ukrainian company to achieve this.
• Other telecommunications companies in the region, such as Turkcell and Vodafone, are listed on various international exchanges, but none are exclusively focused on the Ukrainian market.
• The transaction is similar to other SPAC mergers where a private company is brought public through a merger with a listed shell company.
• The size and scope of Kyivstar's operations, with 24 million customers, is comparable to other large regional telecommunications providers.

Stakeholder Impact

• Shareholders of VEON and Cohen Circle may benefit from the potential value creation through the business combination.
• Employees of Kyivstar may see increased opportunities as the company gains access to international capital markets.
• Customers of Kyivstar may benefit from the company's growth and expansion.
• The transaction could attract more international investors to the Ukrainian market.
• Bondholders of VEON are being asked to consent to the transaction.

Next Steps

• Negotiation and execution of a definitive agreement for the business combination.
• Completion of the pre-transaction reorganization of VEON Holdings.
• Obtaining necessary board and shareholder approvals.
• Securing regulatory approvals.
• Completion of the consent solicitation process for bondholders.

Key Dates

Keywords

Kyivstar, VEON, Cohen Circle, Nasdaq, Business Combination, SPAC, Listing, Ukraine, Digital Operator, Reorganization