VALIDATION OF ACCESS RIGHTS
Due to legal restrictions, the information on this part of the website is not directed to, or accessible for, certain persons. We therefore kindly ask you to review the following information and provide the following confirmation each time you wish to be granted access to this part of the website.
The information on this part of the website pertains to the Offers, which is not being made to persons whose participation in the Offers requires that any additional offer document is prepared, or registration effected, or that any other measures are taken in addition to those required under Swedish or US law, rules or regulations (including The Takeover Rules for Nasdaq Stockholm and Nordic Growth Market NGM).
The distribution of the information on this website and any related offer documentation in certain jurisdictions may be restricted or affected by the laws of such jurisdiction. Accordingly, the information on this part of the website may not be forwarded, distributed, reproduced or otherwise made available in or into or accessed from any country in which the Offers would require that any additional offer document is prepared, or registration effected, or that any other measures are taken in addition to those required under Swedish or US law or where it would be in conflict with any law or regulation in such country, including Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa and Russia, and does not constitute an offer or solicitation to acquire, sell, subscribe or exchange securities, to persons in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or Russia.
The Offers are not being made, directly or indirectly, in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or Russia. Accordingly, the Offers and any documentation relating to the Offers are not being, and should not be, sent, mailed or otherwise distributed or forwarded in or into or accessed from Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or Russia.
The Offers are not being, and must not be, made to shareholders with registered addresses in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or Russia. Banks, brokers, dealers and other nominees holding Shares for persons in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or Russia must not forward the Offers or any other document received in connection with the Offers to such persons. Any failure by such persons to inform themselves and observe applicable restrictions or requirements may constitute a violation of the securities laws of Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or Russia. To the fullest extent permitted by applicable law, Atlas disclaims any responsibility or liability for the violations of any such restrictions by any person. Any purported acceptance of the Offers resulting directly or indirectly from a violation of these restrictions may be disregarded. No consideration under the Offers will be delivered in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or Russia. The Swedish Offer shall be governed by and construed in accordance with Swedish substantive law, save for certain corporate law aspects which are governed by Luxembourg law. The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Swedish Offer and the Stockholm District Court shall be the court of first instance. The US Offer shall be governed and construed in accordance with US federal securities laws, as well as Swedish and Luxembourg law pursuant to certain exemptions where applicable.
The information on this website and any documentation related to the Offers has not been produced by, and has not been approved by, an "authorised person" for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (as amended, the "FSMA"). The communication of the information on this website and documents or materials related to the Offers to persons in the United Kingdom is exempt from the restrictions on financial promotions in section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire shares in a body corporate and the object of the transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of that body corporate, or to acquire fifty (50) per cent or more of the voting shares in that body corporate, within Article 62 (Sale of a body corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Special notice to shareholders in the United States
US holders, as defined in Rule 14d-1 of the Securities and Exchange Act of 1934 (the "Exchange Act") (the "US Holders"), of SDRs are advised that the SDRs are not registered under the US Securities Act of 1933, as amended. The Offers are being made in the United States in accordance with US federal securities laws, including Regulation 14D and Regulation 14E promulgated under the Exchange Act, subject to the exemptions provided by Rule 14d-1(d) (the "Tier II Exemptions") under the Exchange Act, and otherwise in accordance with the requirements of Swedish law. Accordingly, the Offers are subject to disclosure and other procedural requirements, including with respect to notice of extensions, withdrawal rights, settlement procedures and timing of payments, that are different from those applicable under US domestic tender offer procedures and law, and certain rules applicable to US tender offers made in the United States do not apply. Accordingly, US Holders of SDRs are advised of the risk that they may not be afforded the same rights under US federal securities laws by participating in the Swedish Offer. US Holders are encouraged to consult with their own advisors regarding the Offers.
As permitted under the Tier II Exemptions, notices of extensions of the Offers and the settlement of the Offers are based on the applicable Swedish and Luxembourg law provisions which differ from the extension and settlement procedures customary in the United States, particularly as regards the time when notice must be given and payment of the consideration is rendered, respectively. The Offers, which are subject to Swedish law and Luxembourg law, are being made to holders of Common Shares and holders of SDRs in accordance with the applicable United States securities laws, and the exemptions applicable thereunder, in particular the Tier II Exemptions.
It may be difficult for US Holders or other shareholders participating in the Swedish Offer to enforce their rights and any claims they may have arising under the US federal or state securities laws in connection with the Swedish Offer, since the Company and Atlas are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US Holders may not be able to sue the Company or Atlas or their respective officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel the Company or Atlas and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.
To the extent permissible under applicable law and regulations, including Rule 14e-5 under the Exchange Act, Atlas and its affiliates or brokers (acting as agents for Atlas or its affiliates, as applicable) may from time to time after the date hereof directly or indirectly purchase or arrange to purchase SDRs outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such Shares, other than pursuant to the Offers, during the period in which the Offers remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In addition, the financial advisors to Parent and/or the financial advisor to Atlas may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law, including Rule 14e-5 under the Exchange Act. Any information about such purchases will be announced to US Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or US law, rules or regulations.
In connection with the US Offer, any materials or communications included in this website are not a substitute for the tender offer materials that Atlas has filed or will file with the SEC, including the Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO with the SEC, the Solicitation/Recommendation Statement filed under cover of Schedule 14D-9 with the SEC. The Tender Offer Statement, Rule 13e-3 Transaction Statement and Solicitation/Recommendation Statement have been or will be made available to Millicom’s investors and security holders free of charge on this website under “Documents” and on the SEC’s website (www.sec.gov) upon filing with the SEC.
MILLICOM’S INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE TENDER OFFER STATEMENT, RULE 13E-3 TRANSACTION STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED BY ATLAS OR MILLICOM WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE OFFERS. THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFERS, ATLAS AND MILLICOM.
THE OFFERS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY US STATE SECURITIES COMMISSION, NOR HAS THE SEC OR ANY US STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THE OFFERS OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THE OFFER TO PURCHASE OR RELATED MATERIALS, INCLUDING THE LETTER OF TRANSMITTAL. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND A CRIMINAL OFFENSE IN THE UNITED STATES.
As a result of the restrictions set out above, this part of the website may not be accessed by persons who are resident or physically located in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or Russia.
The above notice is required by the securities laws of Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa and Russia. Please confirm that you have read it and accept its terms.
By clicking "Yes" below, you confirm that you have read and accept the information regarding the Offers, the conditions and restrictions as set out above. If you are resident or physically present in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or Russia, or do not accept the above terms, you must click "No".