NEW YORK, LONDON and BERTRANGE, Luxembourg, Nov. 7, 2003 (PRIMEZONE) -- Millicom International Cellular S.A. ("Millicom") (Nasdaq:MICC) announces that it has commenced a cash tender offer and consent solicitation for all of the $395,219,000 outstanding principal amount of its 11% Senior Notes due 2006 (the "Notes"). The total consideration to be paid for each validly tendered Note will be equal to $1,022.50 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the date of payment, as the case may be.
The total consideration includes a consent payment of $7.50 per $1,000 principal amount of Notes, payable only to holders who tender their Notes and validly deliver their consents prior to 5:00 p.m., New York City time, on November 18, 2003 (the "Consent Date"), unless terminated or extended. Holders who tender their Notes after the Consent Date will receive the total consideration less the consent payment of $7.50, which is equal to $1,015.00 per $1,000 principal amount of the Notes.
In conjunction with the tender offer, consents are being solicited to effect certain proposed amendments to the indenture governing the Notes. Among other things, these amendments would eliminate certain of the indenture's restrictive covenants, would amend certain other provisions contained in the indenture and would shorten the optional redemption notice period of the Notes. Subject to the satisfaction of the financing condition and the requisite consent condition, the expected settlement date for holders tendering before the Consent Date is on or around November 25, 2003. Adoption of the proposed amendments requires the consent of the holders of at least a majority of the principal amount of the Notes outstanding. Holders who tender their Notes will be required to consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their Notes in the tender offer.
The tender offer is conditioned upon, among other things, the receipt of consents necessary to adopt the proposed amendments and the completion by Millicom of a related financing transaction. If the financing is completed and less than all of the outstanding notes are tendered in the tender offer, then we intend to redeem any outstanding Notes in accordance with their terms.
The tender offer will expire at 11:59 p.m., New York City time, on December 8, 2003, unless terminated or extended. Tenders of Notes may be withdrawn and consents may be revoked pursuant to the tender offer at any time before the Consent Date. After the Consent Date, tenders of Notes and consents may be revoked only if the tender offer is terminated without any Notes being accepted by Millicom for purchase under the tender offer or if Millicom reduces the consideration to be paid for each validly tendered Note or the aggregate principal amount of the Notes subject to the tender offer.
Morgan Stanley & Co. Incorporated is acting as the exclusive dealer manager and solicitation agent for the tender offer and the consent solicitation. The depositary for the tender offer is the Bank of New York. The tender offer and consent solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated November 7, 2003, and a related Letter of Transmittal and Consent, which more fully set forth the terms and conditions of the tender offer and consent solicitation.
Questions regarding the tender offer and consent solicitation may be directed to Morgan Stanley & Co. Incorporated, at (800) 624-1808 (toll free) or (212) 761-1897 (call collect). Requests for copies of the Offer to Purchase and Consent Solicitation Statement and related documents may be directed to D. F. King & Co., Inc., at (212) 269-5550.
This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to the Notes. The tender offer and consent solicitation are made solely by means of the Offer to Purchase and Consent Solicitation Statement.
Stabilisation: FSA/IPMA
Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"). Securities may not be offered or sold in the United States or to, or for the account or benefit of U.S. persons (as such term is defined in Regulation S under the Securities Act) except pursuant to a registration statement under, or an applicable exemption from the registration requirements of, the Securities Act.
If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockholder, bank manager, solicitor, accountant or other independent financial adviser authorized under the Financial Services and Markets Act 2000 (if you are in the United Kingdom), or from another appropriately authorized independent financial adviser.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Additionally, this press release shall not constitute a solicitation of consents or proxies in any jurisdiction in which it is unlawful to make such solicitation or grant such consents or proxies.
This press release may contain certain "forward-looking statements" with respect to Millicom's expectations and plans, strategy, management's objectives, future performance, costs, revenues, earnings and other trend information. It is important to note that Millicom's actual results in the future could differ materially from those anticipated in forward-looking statements depending on various important factors. Please refer to the documents that Millicom has filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended, including Millicom's most recent annual report on Form 20-F, for a discussion of certain of these factors.
All forward-looking statements in this press release are based on information available to Millicom on the date hereof. All written or oral forward-looking statements attributable to Millicom International Cellular S.A., any Millicom International Cellular S.A members or persons acting on Millicom's behalf are expressly qualified in their entirety by the factors referred to above. Millicom does not intend to update these forward-looking statements.
Millicom International Cellular S.A. is a global telecommunications investor with cellular operations in Asia, Latin America and Africa. It currently has a total of 16 cellular operations and licenses in 15 countries. The Group's cellular operations have a combined population under license of approximately 382 million people. In addition, MIC provides high-speed wireless data services in five countries.
CONTACTS:
Marc Beuls Telephone: +352 27 759 101 President and Chief Executive Officer Millicom International Cellular S.A., Luxembourg Andrew Best Telephone: +44 20 7321 5022 Investor Relations Shared Value Ltd, London Visit our web site at: www.millicom.com
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