공시 • Aug 23
NJJ Holding SAS and iliad S.A. completed the acquisition of approximately 19.8% stake in Tele2 AB (publ) (OM:TEL2 B) from Kinnevik AB (OM:KINV B).
NJJ Holding SAS and iliad S.A. entered into a binding agreement to acquire 17.5% stake in Tele2 AB (publ) (OM:TEL2 B) from Kinnevik AB (OM:KINV B) for approximately SEK 13 billion on February 26, 2024. Under a binding agreement, Freya will acquire from Kinnevik 20,733,965 A shares and 116,879,154 B shares representing approximately 19.8% of the share capital of Tele2 for a weighted average price per share of SEK 94.2, for a total cash consideration of approximately SEK 13 billion (€1.16 billion). Kinnevik has agreed to sell its entire shareholding in Tele2 consisting of 20.7 million Class A shares and 116.9 million Class B shares to iliad/NJJ. Proceeds amount to a total of SEK 13 billion, corresponding to SEK 93.0 per Tele2 Class B share and SEK 101.0 per Tele2 Class A share, an average blended purchase price of SEK 94.2 per Tele2 share that implies a 13 percent premium in relation to the closing price of the Tele2 Class B share on Nasdaq Stockholm as per February 23, 2024. Upon closing, NJJ Holding SAS and iliad S.A. will become the reference shareholders of Tele2 upon closing of the transaction. As a result of the transaction, Kinnevik's cash position will be significantly strengthened, and Kinnevik's Board of Directors will undertake a capital structure review in consultation with major shareholders. As a result of the transaction, Freya will own less than 30% of the voting rights in Tele2, due to the contemplated conversion by Freya of Class A shares which carry multiple voting rights, into Class B shares which carry one voting right each. Up to €500 million of the transaction will be financed by iliad holding and the remaining €650 million by NJJ Holding and Freya.
The transaction is in part subject to regulatory approvals, which Freya is confident to receive (as further detailed below). The transaction has received the unanimous support of the boards of directors of iliad, Freya and Kinnevik, and has been split into three tranches: In Tranche 1, Freya will acquire from Kinnevik 31,329,972 B shares representing 4.5% of the share capital of Tele2 (3.5% of the voting rights). The closing of Tranche 1 will take place shortly after signing. In Tranche 2, Freya will acquire from Kinnevik 14,202,766 A shares and 85,549,182 B shares representing, in aggregate with Tranche 1, approximately 18.8% of the share capital of Tele2 (28.8% of the voting rights). Tranche 2 closing is conditional upon receiving regulatory approvals. In Tranche 3, Freya will acquire all remaining shares held by Kinnevik, i.e., 6,531,199 A shares, in aggregate with Tranche 1 and Tranche 2, resulting in Freya owning approximately 19.8% of Tele2’s share capital. Tranche 3 closing is, if applicable, conditional upon receiving regulatory approvals. As part of the agreement Freya will acquire Kinnevik's entire current shareholding in Tele2. Freya confirms that, post-completion of Tranche 3, it will remain below the threshold requiring a mandatory takeover offer in Sweden (being 30% of the outstanding voting rights). Furthermore, the transaction will not entail that Freya will be under any obligation to make a mandatory takeover offer to the shareholders of Tele2. The Parties expect the closing of Tranche 2 to occur during the second quarter of 2024 and the closing of Tranche 3 to occur, at the latest, during the third quarter of 2024. This transaction will therefore have no impact on iliad Group’s leverage and a limited one (0.14x) on iliad Holding. As on April 25, 2024, iliad and NJJ Holding, has received the foreign direct investment clearances in Sweden, Latvia and Lithuania required for completion of the second step of the divestment of Kinnevik's shareholding in Tele2 AB (publ). With the successful completion of the second step of the transaction and as announced on April 17, 2024, the Board intends to propose an extraordinary cash distribution of SEK 23 per share, equivalent to SEK 6.4 billion in aggregate, to the 2024 Annual General Meeting. The proposed extraordinary cash distribution will be carried out through a share split and automatic share redemption procedure. The complete proposal, including the terms of the extraordinary cash distribution, will be set out in the upcoming notice of the Annual General Meeting to be held on June 3, 2024.
Andra Rubene and Aurimas Pauliukevicius of TGS Baltic, Cederquist and LionTree acted as advisors to Kinnevik. Christoffer Benninge of Roschier and Lazard represents NJJ Holding and iliad. Arash Attar-Rezvani, Patrick Dupuis, Aurélien Jolly and Thomas Perrot of Skadden, Arps, Slate, Meagher & Flom LLP, Frederic Depoortere and Andreas Kafetzopoulos of Skadden, Arps, Slate, Meagher & Flom LLP and Denis Klimentchenko of Skadden, Arps, Slate, Meagher & Flom (UK) LLP acted as legal advisor to iliad S.A. and NJJ Holding SAS. LionTree Investment Management, LLC acted as financial advisor to Kinnevik AB, Compagnie Financière Lazard Frères SAS acted as financial advisor to NJJ Holding SAS and iliad S.A.
NJJ Holding SAS and iliad S.A. completed the acquisition of approximately 19.8% stake in Tele2 AB (publ) (OM:TEL2 B) from Kinnevik AB (OM:KINV B) on August 21, 2024.