VEON Moves Forward with Kyivstar's Landmark Nasdaq Listing; Signs Definitive Business Combination Agreement with Cohen Circle

18 Mar 2025

VEON Moves Forward with Kyivstar's Landmark Nasdaq Listing; Signs Definitive Business Combination Agreement with Cohen Circle

Kyivstar, Ukraine's largest digital operator, serves 24 million customers with fixed and mobile communication services.

Expected to be the only U.S.-listed pure play Ukrainian investment opportunity.

Consumer digital service portfolio includes healthcare platform Helsi with more than 28 million registered patients and streaming platform Kyivstar TV with 2 million monthly active users, while enterprise services include cloud, cybersecurity and AI solutions, and the software development business Kyivstar Tech.

Strong growth potential, including expansion into digital services and international partnerships such as Starlink direct-to-cell deployment.

Transaction assigns a pro-forma valuation of USD 2.21 billion to Kyivstar at closing.

Kyiv, New York, Dubai and Philadelphia, 18 March 2025: VEON Ltd. (Nasdaq: VEON), a global digital operator ( VEON or, together with its subsidiaries, the VEON Group ), and Cohen Circle Acquisition Corp. I ( Cohen Circle ), a special purpose acquisition company (Nasdaq: CCIRU), today announced the signing of a business combination agreement (the BCA ) that will result in the listing of JSC Kyivstar ( Kyivstar ), the leading digital operator in Ukraine, on the Nasdaq Stock Market ( Nasdaq ) in the United States.

Following the completion of the business combination (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.

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 and available at www.sec.gov.

Management commentary

Kyivstar's listing on Nasdaq will be more than a financial milestone-it will mark a defining moment for Ukraine's economic future. As one of Ukraine's largest private sector investors, VEON is proud to pioneer this historic step, offering U.S. and global investors a unique opportunity to support and participate in Ukraine's economic growth and resilience, said Augie K Fabela II, Chairman and Founder of VEON.

As part of VEON, Kyivstar has a strong track record of consistent performance, turning challenges into growth opportunities for Ukraine, for its customers, partners and team members. Investing in Kyivstar now becomes more directly accessible to international investors as Kyivstar progresses towards becoming a Nasdaq-listed company. We believe that Kyivstar's strong financial profile, visionary strategy and robust governance structure, developed over many years as a VEON Group company, will be appealing to international investors, said Kaan Terzioglu, VEON Group CEO.

Through the war, the Kyivstar team has succeeded in spearheading the resilience and rebuilding of Ukraine's infrastructure while building the foundations of its future success as a leading digital services company in Ukraine. The progress towards Kyivstar's listing will allow us to share this growth story with global investors. With our highly experienced and motivated team, we look forward to completing the Business Combination with Cohen Circle to embark on the next phase of Kyivstar's growth, said Oleksandr Komarov, CEO of Kyivstar.

Kyivstar is an inspiring business and a significant investment opportunity that stands to deliver growth for international investors as Ukraine moves into a rebuilding phase. We look forward to our partnership with Kyivstar's highly experienced management team to bring this investment opportunity to the U.S. market, said Betsy Cohen, Chairman and CEO of Cohen Circle Acquisition Corp. I.

Advisors

Rothschild & Co is acting as lead financial advisor and capital markets advisor to VEON. BTIG, LLC is acting as capital markets advisor to VEON. Cantor Fitzgerald & Co. is acting as the capital markets advisor to Cohen Circle. Latham & Watkins LLP and Sayenko Kharenko are serving as counsel to VEON Group and Kyivstar. Morgan, Lewis & Bockius LLP and INTEGRITES are serving as counsel to Cohen Circle.

About Kyivstar

Kyivstar is Ukraines largest communications operator, serving more than 23.0 million mobile subscribers and over 1.1 million home internet fixed line customers as of December 2024. The company provides services across a wide range of mobile and fixed line technologies, including 4G, Big Data, cloud solutions, cybersecurity, digital TV, and more. VEON, through Kyivstar, plans to invest USD 1 billion into the development of new telecom technologies in Ukraine over 2023-2027. Kyivstar has been operating in Ukraine for 27 years and is recognized as the largest taxpayer in the communications sector, a top-rated employer and a socially responsible company. For more information: www.kyivstar.ua

About VEON

VEON is a Nasdaq-listed digital operator that provides converged connectivity and digital services to nearly 160 million customers. Operating across six countries that are home to more than 7% of the world's population, VEON is transforming lives through technology-driven services that empower individuals and drive economic growth. For more information visit: www.veon.com

About Cohen Cir

LINK:	https://www.veon.com/newsroom/press-releases/veon-moves-forward-with-k...
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