SCHEDULE: Millicom & Niel Family Affiliate Ink Chile Telecom Call Option

Millicom International Cellular's affiliate and NJJ Cactus SAS, an affiliate of the Niel Family, have entered into a call option agreement concerning their equity in Celtel Chile and its subsidiary, Telefonica Moviles Chile.

Summary

• A Call Option Agreement was signed on February 10, 2026, between Celtel Chile, S.L., NJJ Cactus SAS (NJJ Investor), and Millicom Spain, S.L. (MIC Investor).
• The agreement governs the transfer of equity securities in Celtel Chile and/or its subsidiary, Telefnica Mviles Chile S.A.
• The MIC Investor (Millicom Spain, S.L., a controlled affiliate of Millicom International Cellular SA) has a call option to acquire all of NJJ Investor's equity in Celtel Chile (or Celtel Chile's equity in Telefnica Mviles Chile, at NJJ Investor's election) during two 30-day periods, starting on the 5th and 6th anniversaries of the Target's acquisition.
• Payment for the MIC Call Option can be in cash or newly issued shares of Millicom International Cellular SA, or a combination, at the NJJ Investor's discretion, subject to certain ownership limits for the NJJ Investor in MIC SA.
• If the MIC Call Option is not exercised, the NJJ Investor (NJJ Cactus SAS, an affiliate of the Niel Family) has a call option to acquire all of the MIC Investor's equity in Celtel Chile during a 60-day period following the second MIC Call Option exercise period.
• Disputes over the purchase price will be resolved by a mutually agreed-upon "Big Four Auditor" acting as an expert.
• The Niel Family entities (Atlas Investissement SAS, Iliad Holding SAS, Maya SAS, and Xavier, Jules, John, Elisa, Joseph Niel) collectively hold 70,470,018 Common Shares of Millicom International Cellular SA, representing 42.2% of the class outstanding as of October 31, 2025.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral-to-slightly positive development, as it provides clarity on future ownership options and dispute resolution, reducing long-term uncertainty for the involved parties, but does not present immediate financial results or strategic shifts.

Positives

• Provides a structured mechanism for potential future consolidation of ownership in Celtel Chile and Telefnica Mviles Chile, reducing long-term uncertainty.
• Offers flexibility in payment terms for the MIC Call Option, including the option for the NJJ Investor to receive shares in Millicom International Cellular SA, potentially aligning interests further.
• Establishes clear dispute resolution procedures involving independent auditors for purchase price disagreements, promoting fairness.

Negatives

• The agreement introduces uncertainty regarding the long-term ownership structure of Celtel Chile and Telefnica Mviles Chile, as the options are exercisable several years in the future.
• Potential for delays in closing due to regulatory approvals, which could extend the process by up to 180 days.
• The complexity of the agreement, including various definitions and cross-references to a Shareholders Agreement, may require detailed legal and financial interpretation.

Risks

• Regulatory approval delays could extend the closing of any option exercise by up to 180 days.
• Disputes over the purchase price calculation could lead to engagement of a Resolving Accountant, incurring additional costs and time.
• The NJJ Investor's election to receive MIC SA shares is subject to not exceeding 50% ownership, which could limit flexibility if their current holdings are substantial or grow.
• The agreement's termination conditions (e.g., IPO, dissolution of the Company) could alter the expected ownership path.

Future Outlook

The agreement outlines a potential future change in the ownership structure of Celtel Chile and Telefnica Mviles Chile, with call options exercisable starting from the fifth anniversary of the Target's acquisition. This indicates a long-term strategic plan for consolidation or divestment of these assets by either Millicom or the Niel Family.

Industry Context

StockSavvy.ai notes that this agreement reflects ongoing strategic maneuvering within the Latin American telecom sector, particularly in Chile. The involvement of Millicom (a major player in Latin America) and entities linked to Xavier Niel (a prominent European telecom entrepreneur) suggests a long-term view on the value and control of telecom infrastructure and services in the region. Such call option agreements are common tools for managing joint ventures and eventual exits or consolidations in capital-intensive industries like telecommunications.

Comparison to Industry Standards

• The use of call options for future equity transfers in joint ventures is a standard practice in the telecom industry, similar to agreements seen in other emerging market telecom partnerships.
• The inclusion of a "Big Four Auditor" for dispute resolution on purchase price is a robust governance mechanism, aligning with best practices for complex M&A transactions to ensure fair valuation.
• The 180-day allowance for regulatory approvals is typical for telecom transactions, which often face scrutiny from competition authorities and sector-specific regulators.

Corporate Governance

Related Party Transactions

• The Call Option Agreement is between NJJ Cactus SAS (an affiliate of the Niel Family, who are significant shareholders in Millicom International Cellular SA) and Millicom Spain, S.L. (a controlled affiliate of Millicom International Cellular SA). This constitutes a related party transaction.
• The agreement references a Shareholders Agreement between the same parties, further indicating ongoing related party dealings concerning Celtel Chile and Telefnica Mviles Chile.

Stakeholder Impact

• Shareholders (Millicom International Cellular SA): The agreement provides a framework for potential future changes in the company's portfolio, specifically regarding its investment in Celtel Chile and Telefnica Mviles Chile. The option for the NJJ Investor to receive MIC SA shares could lead to dilution for existing shareholders if exercised.
• NJJ Investor (Niel Family affiliates): Gains a structured exit or consolidation path for their investment in Celtel Chile, with flexibility in payment (cash or MIC SA shares).
• MIC Investor (Millicom Spain, S.L.): Gains a structured path to potentially consolidate full ownership of Celtel Chile and Telefnica Mviles Chile.
• Celtel Chile and Telefnica Mviles Chile: The agreement outlines the future ownership trajectory, which could impact strategic direction and operational integration depending on which option is exercised.

Next Steps

• The MIC Investor may exercise its call option during two 30-day periods, commencing on the 5th and 6th anniversaries of the Target's acquisition.
• If the MIC Call Option is not exercised, the NJJ Investor may exercise its call option during a 60-day period following the last day of the second MIC Call Option exercise period.
• Upon exercise, the parties will proceed with purchase price determination, potential dispute resolution by a Resolving Accountant, and closing, subject to regulatory approvals.

Key Dates

Recommendation

The filing details a complex call option agreement between major stakeholders, providing a structured framework for future equity transfers in a Chilean telecom asset. While it clarifies potential long-term ownership, it introduces no immediate financial performance data or definitive strategic shifts. The options are exercisable several years in the future, making the immediate impact uncertain. Investors should hold to observe the company's operational performance and the eventual exercise of these options.

Keywords

Call Option Agreement, Millicom, NJJ Cactus SAS, Celtel Chile, Telefonica Moviles Chile, Equity Transfer, Shareholders Agreement, Telecom, Chile, M&A, Ownership Structure, Xavier Niel, Atlas Investissement