VEON, Cohen Circle sign deal to list Kyivstar on Nasdaq
VEON, the parent company of Ukraine's largest mobile operator Kyivstar, has announced the signing of a Business Combination Agreement (BCA) with Cohen Circle Acquisition Corp, a special purpose acquisition company (SPAC), to facilitate Kyivstar's indirect listing on the Nasdaq stock exchange in the United States.
"At Kyivstar, we are progressing according to plan – today, VEON and Cohen Circle signed the BCA. This means Kyivstar is one step closer to listing on the U.S. stock exchange. The combination process will take some time, but once completed, the newly established Kyivstar Group Ltd. will become the parent company of Kyivstar and be registered on Nasdaq. It will be exciting to see the ticker symbol KYIV on Nasdaq in New York," Kyivstar CEO Oleksandr Komarov wrote on his Facebook page on Tuesday.
Following the completion of the business combination, Kyivstar Group Ltd. (Kyivstar Group), the parent company of Kyivstar, will be listed on Nasdaq under the ticker symbol KYIV. VEON will own a minimum of 80% of the issued and outstanding equity of Kyivstar Group immediately following the closing of the Business Combination, which is expected to occur in Q3 2025 and is subject to the approval of Cohen Circle's shareholders and other customary closing conditions, VEON said on its website.
The transaction assigns a pro-forma valuation of $2.21 billion to Kyivstar at closing.
In a prior interview with Economic Pravda, Komarov explained that Kyivstar's indirect listing on Nasdaq would follow several key steps, including the preparation of a prospectus, roadshows, and structural, jurisdictional, and asset valuation considerations.
Commenting on the deal, Cohen Circle's Chair and CEO Betsy Cohen stated that Kyivstar represents an inspiring business and a significant investment opportunity that could generate growth for international investors as Ukraine enters its recovery phase.
Additional information about the Business Combination, including an investor presentation, will be available on a Report of Foreign Issuer on Form 6-K to be furnished by VEON with the U.S. Securities and Exchange Commission (the SEC) and available at www.sec.gov. A copy of the BCA and the investor presentation will be available on a Current Report on Form 8-K to be filed by Cohen Circle with the SEC, VEON said.
In January, VEON announced a memorandum of understanding to list a portion of Kyivstar shares on Nasdaq through its partnership with Cohen Circle Acquisition Corp (CCIRU). This agreement allows VEON and Cohen Circle to explore a business combination between VEON Holdings B.V. and Cohen Circle, leading to Kyivstar's indirect Nasdaq listing. VEON will remain the majority owner of VEON Holdings.
Kyivstar is Ukraine's largest electronic communications operator, serving approximately 23.3 million mobile subscribers and over 1.1 million Home Internet users as of September 2024. The company offers services across a range of mobile and fixed technologies, including 4G, Big Data, Cloud solutions, cybersecurity services, and digital TV. Kyivstar is owned by VEON, an international group whose shares are publicly traded on Nasdaq.
VEON provides convergent communication and digital services to nearly 160 million customers across six countries, covering over 7% of the global population.
Cohen Circle Acquisition Corp. I is a SPAC sponsored by the investment firm Cohen Circle, LLC. It was created to facilitate mergers, stock exchanges, asset acquisitions, share purchases, reorganizations, or similar business combinations with one or more entities in the technology and/or financial services sectors. Cohen Circle's units, Class A common stock, and securities trade on Nasdaq under the ticker symbols CCIRU, CCIR, and CCIRW, respectively.